Amazing Spider-man: Broken Mind and Memories
by aspiringactor
Summary: He did it. He broke free and defeated the superior Spider-man. Now Peter Parker must pick up the pieces of his life that was shattered by his arch-enemy. But who do you turn to when no one trusts you anymore?
1. Superiority

_**Amazing Spider-man: **_

_**Broken Mind and Memories**_

_**A/N: This is my response to Superior Spider-man. It takes place sometime after issue 14 (so it should be considered an AU.) **_

_**May Parker-Jameson**_

"This just in!" The reporter said as May Parker-Jameson sat down on the couch, next to her husband, John Jameson Sr. "In a stunning turn of events,the streets of New York have been turned into a war-zone,after a team of Avengers tried to storm the newly-christened 'Spider-Island 2.'"

"Good," John said with a grunt, "It's about time someone did something about him." May didn't listen to her husband's words, instead focusing her eyes on the television, as images flashed across the scene.

"Not since the superhuman registration act have we seen this much violence between heroes," The reporter said as she sorted a series of papers. "The Arach-Nauts have set up a perimeter in an industrial plant. So far no casualties have been reported, but three police officers have been taken to hospital, and sources say Iron Man was shot out of the air by some sort of anti-aircraft weapon. We go live now to the scene with Johanna Katsberg. Johanna?"

"Thanks Kent," the on-scene reporter said as her hair billowed in the wind. Around her, May could see police, firefighters and paramedics bustling about. But she paid them no attention, instead searching for some sign of her nephew. She knew something had been wrong the last time he had come to visit, but she had never imagined things coming to this. "It is a true battle field out here. Aerial reconnaissance has show us that there are at least twenty Arach-Nauts armed with heavy firepower and-" She paused as the man she knew as Captain America strode past, bearing a grim expression marred by grime and blood.

"Captain!" the reporter shouted as she grabbed the man's shoulder, gaining his attention. "Captain! Can you give us an update on the situation? Is it true that you've been authorized to use lethal force?"

"I'm not sure how this is all going to turn out, mam." Captain America said as he turned to face the camera. "I've known and worked with Spider-man for a few years now, he's a good person, and I don't know why he would do this. But yes, the president has authorized lethal for-" _SCH-CRACK! _A violent explosion filled the air, causing the camera to shake, and May to grasp at her heart.

"May?" John said as he turned to face her head-on. "I'm sure Peter's nowhere near there. He's a sensible man." May paid no attention to her husband's words, keeping her attention on the television, watching the action play out before her.

"Mam, _get back!"_ Captain America shouted as he pushed both the reporter and cameraman backwards as a second explosion filled the air. Two bodies, one bulky and male, the other slim and female with free-flowing short hair, both encased in red and yellow flew overhead, diving towards the plant. "Mam, it's not safe here, please go to the-" He was cut off by a loud smack, followed by a sonic boom that caused a large cloud of dust to be kicked up. "Captain Marvel!" he shouted as he sprinted towards the source of the dust, followed by the reporter and cameraman. Panning about, the camera caught sight of Captain Marvel climbing out of a crater.

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_**Carol Danvers/Captain Marvel**_

She grunted as she got to her feet, cursing herself for not seeing the rocket hurtling towards her seconds ago. She wiped dirt out of her eyes as she focused on the form of Captain America, who was holding out his hand. Behind him, a female reporter and a cameraman stood, watching her every move.

"Cap, there's no easy way of getting inside," she grunted as she brushed his hand away. "I say our best shot is a two-pronged attack, dividing their forces between the ground and air defence."

"Alright," Captain America said after a moment's hesitation. "Widow, Hawkeye, Wolverine. You're team one, and your objective are those anti-air teams. Iron Man, Falcon, you're team two, I want you to strafe any reinforcements, make sure team one doesn't get overwhelmed. Captain Marvel and I will go neutralize Spider-man directly."

"_Cap there's no hole in their defence," _Stark said over the team's inter-comm.

"We'll be going in via air-drop," Captain America replied before pulling the device out of his ear. "Clear the area!" he shouted, causing the reporter and her cameraman to retreat. He then turned towards Carol and said, "are you sure you can do this? With your hist-"

"The Spider-man who I knew didn't kill people," Carol replied sharply as she brushed dirt off her shoulder. "I'll do what is necessary, sir."

"Let's hope it doesn't come to that," Captain America said with a solemn expression as he readied his shield. "Ready?"

"Ready, sir," she replied as she grasped the veteran's waist and shot into the air, being sure to not go to fast so she didn't suffocate him. Within a second, they where over the centre of the plant. To her left, she could see a mob of action that was team one's engagement with the Arach-Nauts.

"Carol, watch-out!" Captain America shouted, but it was to late, something hit her from the side. It wasn't a missile like before. The force of the blow forced Captain America out of her hands and plummeting to the ground. She shot downwards, only to be hit by something else, like one of Iron Man's repulsor beams, only with more punch. The second blow sent her off-course, into and through a concrete wall.

Shaking her head as she removed herself from the wall's rubble, she cast her eyes upwards, towards her attacker. Wearing a suit of armour that was clearly using schematics stolen from Tony Stark, only with much more advanced weapons. She guessed that some of them posed a threat to even her, despite her enhanced durability. Although she couldn't see the face, there was no mistaking the black symbol etched on the chest-plate.

"I'm bringing you down, Spider-man!" she shouted as she prepared to body-check him.

"Captain Marvel. Formerly Ms Marvel. Civilian known as Carol Danvers, former air force pilot," Spider-man said as he raised his arm, which had a miniature rocket launcher attached to it. "Powers include flight, energy projection, absorption, super-strength and super-durability. Most likely attack is a strait charge at near-sonic speed."

"You've got all the answers," she snapped as she shot forwards. Cascading forward until she hit something hard that sent a bolt of electricity through her body. Once more, she hit the ground, this time feeling something snap in her arm as she hit dirt.

"Electromagnetic shield," Spider-man said as he hovered above her form. "You received a dosage that would be lethal to any normal human being. But it's done it's work, your body's system has gone into shock, thus removing your flight and strength."

"_Spider-man!" _Captain America shouted as he appeared to Carol's left. His uniform was tattered slightly, and a stream of blood ran down his cheek. "You are under arrest!" he shouted as he hurled his shield towards the menacing armoured figure. The vibranium metallic object bounced off the armour. In response, the armoured Spider-man fired a missile towards the Captain, who rolled to the side out of the way of the blast.

"Captain Steven Rodgers. Enlisted in the super-soldier program in world war two. Frozen in ice at the war's climax. Later revived by the Avengers. Co-leader of the Avengers," Spider-man said without mercy as he fired a beam of red energy towards Captain America. "Wields a shield made of vibranium. Most likely method of attack, throwing his shield. Suggested counter-attack," he said as he prepared what looked like a grenade launcher, "grenades while he is disarmed." A series of blasts rocked the area as grenade after grenade exploded, until a uni-beam struck Spider-man's back, revealing Iron Man.

"Stealing my tech?" Stark snorted as he and Spider-man began to circle on another. "Not the wisest of ideas, Spider-man. Activation code: disarm." Nothing happened, and Carol could picture this new Spider-man smiling under his helmet as he fired a series of rockets that impacted Stark's armour with clean hits.

"Security code: Superior," Spider-man said and almost immediately Stark fell out of the air as he lost all power, save his artificial heart. "You Avengers are an unchecked source of power. Someone needs to be your better. That's why I'm here, I'm the Superior Spider-man."

"I preferred 'Amazing,'" Carol snapped as she got to her feet, holding her fists in a fighting position. "At least he was funny."

"Charming," Spider-man shot back. "No wonder Pa...Charming to the last second," he said as he fired readied his grenade launcher, and she prepared to fire a blast of energy. She let loose, only to have him swerve to the side and return fire. "Carol watch-" she didn't catch the last part, as it was drowned out by the explosion. "_SHUT UP!"_

"Don't make me do this, Spider-man!" Carol said as she rolled to the side and fired a blast of energy towards her target. The blow struck his back, causing a small explosion. He fell to the ground, telling Carol that she had hit whatever gave him the ability to fly, turning the fight into a ground game. Captain America tackled him from the side, only to be blasted away.

"The Avengers are an obsolete concept," Spider-man spat as he got to his feet and turned his attention towards Carol, preparing to fire as he approached. "Your day is over," he said as he brought his foot down on her chest, preventing her chance of escape. His helmet retracted, revealing a warped version of his traditional mask. She grimaced as he raised his arms. One aimed at her, while the other moved as if it was trying to push it out of the way. "This ends now," was followed by a bright flash of light and a violent explosion.

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_**Otto Octavious/ Superior Spider-man. **_

This place was familiar to him. He had been there before. He was in the middle of New York, only it was devoid of life. With the exception of one lone figure. Peter Parker was staring him down.

"We've been here before, Parker," Otto sneered as he balled his hands into fists. "You lost. I won. I'm Spider-man now."

"I can't let you do this Otto," Parker replied casually. "You've taken things to far once again."

"Why?" Otto snapped as he began to pace, "because I put those tyrants in their place? I know you hate them as much as I do, Parker. Why are you trying to stop me?"

"You're right," Parker said with a tilt of his head, "I'm not happy with them right now. But they still stand for justice, which is more than you can say."

"Justice?" Otto growled, "crime is at an all-time low because of me! Because of the _superior_ Spider-man!"

"Because _you_ brutalized them so much that they're scared shit-less," Parker said as he stopped pacing. "And I'm gonna stop you."

"_Hahaha,"_ Otto snorted as he tensed his body, ready for a fight. "I beat you once. And I'll beat you again."

"We'll see," Parker replied before he launched himself forward, sending his body crashing into Otto's. Something drove into his stomach, sending him backwards. Undeterred, Otto smashed his fist into Parker's face, halting the man's attack. Otto followed his attack with a knee to Parker's stomach and chin.

"Yes Parker," Otto sneered as he struck Parker with his fist. "We'll see. We'll see that I am the Superior Spider-man. We'll see that I beat the Avengers, that I beat you. You can't hold a candle to what I've done with your body!"

"_Nnngg-rrraaa!"_ Parker shouted as he struck Otto's kneecap hard. "This isn't about who's the better Spider-man, Otto!" Parker shouted as he kicked his face, "This isn't about crime rates, or how many criminals you've put in the ground, or intelligence. This is between us. Peter Parker versus Otto Octavious, for the right to this body."

"And I will not lose to you again!" Otto shouted as he charged forward, catching Parker off-guard and sending him to the ground. "I am, and always will be, better than you!"

"Then why am I still here?" Parker bitterly shot back as he kicked Otto off, "Why do you keep asking yourself 'what would Parker do'?"

"To survive that feeble prison of life that you built around yourself!" Otto shouted as he lashed out with a fist. "Do you even realize how much you confined yourself?"

"Do you know how much comfort they provided me?" Parker replied as he blocked Otto's strike and struck him in the stomach. "At least I had someone's shoulder to cry on when my girlfriend was killed. Who do you have? Your henchmen?"

"I don't need anyone!" Otto shouted, furious at his elusive enemy. "I never did, and I never will."

"And that's where you are wrong, Otto," Parker replied as he leaped overhead. "They aren't a weakness, they're a strength!" He said with a swift kick to Otto's stomach that sent him reeling backwards.

"What good was their strength?" Otto sneered with blood-caked lips. "It didn't do you any good when I took over."

"You made me betray their trust!" Parker shouted as he drove his fist into Otto's stomach. "You made them abandon me!" he said as he pounded his enemy's face into the psychic ground. "You destroyed _my_ life!" What followed was utter blackness for Otto Octavious.

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_**Peter Parker **_

The first thing he saw was a grey ceiling. Then grey walls and a field of blue energy that was the door. He was in a cell, he knew that much. He could also feel bandages over most of his body. _is...is it over? _He thought as he sat up in the small cot. He could also tell that his left eye was bandaged over, as his vision was obscured.

"It is," he said to himself. "It's over. I..he's gone," he said as he made a motion to run his hand through his hair. But nothing happened. And one glance at his arm revealed why nothing was happening, why his right arm was responding to his commands, but not his left.

Only three inches of his left limb remained, covered with bandages, serving to match his stump with the entire left side of his body. Shaking, he brought his right hand up to the bandage covering his left eye, removing it.

Even with the bandage gone, the dark portion where he used to be able to see remained. Glancing over to the small mirror over the sink, he could see a bloody hole where his eye had been, which made his heart sink.

Even in death, Otto Octavious had marred Peter Parker beyond repair. He could never be Spider-man again.

_**A/N: Well? What do you think? Concrit reviews are appreciated. Please understand that I've got nothing against those of you who enjoy Superior Spider-man. **_


	2. Interrogation

**_A/N: Thanks for the wonderful reviews!_**

Cold.

So cold.

That was how the world was to him.

Cold.

He didn't know how long he had been there. It could have been hours. It could have been weeks, he didn't know. All he knew was pain, both physical and emotional. But only one of those truly hurt him. He had lost himself in the pain of losing everything. His friends and his family would no longer trust him. And he didn't deserve their trust. Not now.

But Octavious had taken more than that, he had taken Spider-man from him. Even after marring his identity forever, that wasn't enough. He had taken his arm and his eye, preventing him from ever swinging from webs again.

Something made a sound nearby, and he forced his tear-soaked eyes open. Six people where standing on the other side of the energy door. Though what remained of his vision was marred by tear residue, he could make out the two figures, who stood at the forefront of the group. One wore blue and red, and had a muscular male build. The other wore similar colours, but had a much more effeminate form.

"Up," the male voice said without mercy as the energy door dissolved into nothingness. Peter paid him no attention, instead choosing to remain lying on the small cot, even as four armoured guards entered the room. "Now."

"Piss off," Peter snapped at the man, only to receive a sharp blow to the stomach with a baton. More strikes followed, covering the back of his head and torso, forcing him off the bed and onto the concrete floor. Strong arms wrapped around his torso and lifted him into the air. That was when he began to fight back. He brought his foot down on a guard's knee, shattering it. He followed the blow up by slamming his fist into another's chest. Kicking out with his foot, he spun around and cocked his left arm back before dealing a mighty punch to the remaining guard's shoulder. The blow never came close to hitting, as the stumped limb would never reach the man's body. Something hit him from behind, sending him down to the ground as a powerful hand grabbed his good arm.

"Up," the man's voice repeated as he dragged Peter out of the room. Completely devoid of any and all resistance, Peter let him. He watched as he was pulled past sneering faces behind bars. Some of whom seemed familiar, others not. But still, they sneered and hurled insults towards him as he was dragged along the damp hallway. After a series of turns his momentum came to a brief halt. He heard a door being pushed open, and then he felt himself being thrown through it and onto a chair. A bright light filled what remained of his vision as someone cuffed his hand to the table.

"Peter Benjamin Parker," the man, who Peter knew as Captain America, said coldly as he sat down across from him. "Goes by the name of Spider-man. Former member of the Avengers and Freedom Foundation. Wanted for six murders and dozens of assault charges. Just so you know why you're here."

"I know why I'm here Captain," Peter shot back as he gazed at the Avenger, who he had once worshipped as his idol. "I'm here because you betrayed me."

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_**Mary-Jane Watson**_

A knock on her door startled her slightly, bringing her out of the stupor she had been in while watching the recap of the news. Shaking herself, she walked to her apartment door. Keeping the chain locked in place, she opened the door an inch to see who was on the other side.

"I need someone to talk to," May Parker, Peter's Aunt said from where she stood. MJ could see the dried tear streaks on her face, and with a nod, unclasped the lock and let her inside.

"Mrs Parker," MJ said as the aged woman entered the foyer. "I know, I should have called you. I wanted to call you... but I've..."

"Has he called you?" May said softly, with a slight sniffle. "Has Peter called you since last night? Have you seen him?"

"I haven't seen him in a month," MJ replied as she led May to the couch, clearing away the garbage that lined the sofa. "He's been increasingly distant over the past few months."

"I noticed," May half-sobbed. "He...he would have called you first if anything happened..if he could."

"He's in a lot of trouble, May," MJ said as she placed a hand on the woman's shoulder. "I'm not sure he'll be able to call. But look," She said as she looked the woman in her eyes. "I've been in contact with a friend of Peter's in the NYPD. She says he's been distant to her too, and is trying to find out why."

"Has she-" May began.

"No," MJ cut in with sympathy. "Nothing concrete yet. But I'll tell you g she tells me, deal? I was actually going to meet with her tomorrow."

"I..." May stuttered, "please...please do that. I just wish he...he could afford a lawyer. They'll kill him in a courtroom if he self-represents."

"I know May," MJ said, "I know. But there's nothing we can do about that. All we can do is pray." MJ continued in a soft tone, "is there anything I can do for you?"

"Can...can you drive me to their headquarters?" May asked softly, "maybe they'll let me see him, at the very least."

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"He's not cracking," Captain America said as he walked into the room. Carol nodded her head in response. _He's always been a tough nut to crack,_ she thought as she stared through the one-way glass, shifting her arm in it's sling. On the other side, the convicted Spider-man sat, staring right back at her. Carol knew he was smart enough to know that someone was on the other side of the glass. _Hell, he was smart enough to take out the three of us,_ she thought as she glanced over at the only other person in the room besides her and Steve.

"Polygraph show's he's either not lying," Jessica Drew, also known as Spider-woman said with a sigh, "or he's able to fool the system. Either one doesn't sound good. What do you think, Cap?"

"That man launched grenades my way," the first Avenger said with a slight shrug. "He stole and warped Stark's technology. Not to mention the murders and assaults. But..." He sighed as he paced the length of the room, "people don't change as much as he did. He's saved to many people for me to just ignore."

"He also doesn't like you very much today," Carol quipped as she placed her hand against the glass.

"He accused me of betraying him," Steve said as he mimicked her action. "If what I wrestled out of him is true, than he's got a lot of right to do so."

"And if not?" Jessica asked nervously.

"The president wants us to make an example of him," he sighed heavily, "public trial. Unmasking and life in prison in the raft."

"Do you think he's telling the truth?" Jessica asked nervously as she tapped her fingers across the table.

"I don't know," he replied as he glanced towards Carol. "You want to go in for round two? Maybe he'll talk to you more than me." Carol dropped her shoulders as she turned towards the door. She pushed the first on that led to the barren hall of the Hellicarrier. Two armed agents where posted outside the second door. They saluted her as she twisted the handle to open it.

Inside was a scowling Spider-man, who turned his remaining eye on her.

"Captain Marvel," he said, almost as an insult to her. His tone shocked her slightly, as the man who had been her teammate usually reserved the tone he was currently using for the worst of criminals. "Rogers ashamed to come back in?"

"He doesn't know what to think," Carol replied calmly as she sat across from him. Despite her best efforts, she couldn't help but stare at his two blatantly obvious injuries. "He says you think we turned our backs on you."

"That's an understatement," Spider-man snapped bitterly, snapping his arm forward, only to be stopped by the handcuff. She looked down at the metallic restraint, feeling a pang in her heart. To her, it seemed unfair for him to have his only appendage restrained. But she also knew protocol when it came to an interrogation, and she knew she couldn't break the rules. Not even for him.

"Maybe you can elaborate," Carol said calmly as she shifted her bandaged arm so it was more comfortable for herself. But she immediately realized her mistake. It was her left arm that was broken, and from the reaction she saw on his face, the motion served as a painful reminder of his own missing limb. "I didn't mean t-" she began.

"Fuck off bitch," he spat while flipping his middle finger upwards at her. If she had been shocked with his tone before, now she was completely blown away. She had never heard the friendly neighbourhood hero speak those words.

"Look," she said in a firmer tone as she leaned forward. "I'm not gonna know what happened to you until you tell me. And I can't help you until I know everything, Spider-man."

"You wanna know what happened?" he growled as he leaned forward, bringing his head close to hers.

"I do," she replied, "I want to help you."

"_YOU TURNED YOUR BACKS ON ME WHEN I NEEDED YOUR HELP!" _He shouted as he slammed his hand down on the metal table, denting it and making her jump as the handcuff's chain snapped and he stood up. The two guards rushed inside and attempted to restrain him, to no avail. They brought their batons to bear, only to be slammed into the wall by a flailing fist. One of the guards tried to get to his feet, only to be kicked in the face as Carol watched, not truly believing the actions of her former teammate. She remained motionless as Steve burst into the room and caught Spider-man with a tazer to the neck. And even as he fell to the ground, writhing with muscle spasms, he still shouted "_Traitors! It was him! It was Otto!"_ His hollering continued even as he was forced out of the room by the two guards. _"Not me!"_

"This isn't looking good," Steve said as he holstered the stun weapon. "That outburst plus the charges?Fury will want his head, or council will have Fury strung out."

"Well let's make sure we've got all the facts," Carol said as she finally stood up from her seat. "I don't know if I'm entirely convinced he's lying. I think he just needs time to calm down."

"Well I just got off the phone with Fury. He's got until Thursday to prove his innocence," Steve said as he placed a heavy hand on her shoulder. His expression spoke volumes about how hopeless this situation was.

"Thursday?" she half-snapped with surprise in her voice. "Cap, that's not enough time to gather any evidence-"

"Carol, there's plenty of evidence," he said with a defeated sigh. "And it's all pointing against him. Put that together with his refusal to co-operate and look at it from Fury's point of view. He's got to make a show of Parker's trial, otherwise the entire public will turn against us. Some are already calling for execution."

"They can't do that!" Carol snapped as she pulled away from the Captain.

"He's killed six people already," Steve replied as he paced the length of the room. "The very least he'll get is life in prison."

"Thats-" she began to say

"Carol," Steve said firmly as he looked at her. "Don't let your personal feelings get in the way of your common sense!"

"Personal feelings?" Carol shouted as she stared him down. "This isn't about personal feelings, Steve. This is about right and wrong. Yeah, maybe that really was him that killed those people. Or maybe it was a Skrull. Or mind control. Or a shape-shifter." She finished as she stormed out of the room and down the halls of the Hellicarrier, not caring about the fact that she was being followed.

"Carol!" Jessica shouted as she sprinted after her. "Carol, I wanna talk to you."

"What?" she replied with a snap as she turned around to face the raven-haired arachnid.

"Cap's not trying to condemn him," Jessica said in a friendly tone. "He's just being a realist. As soon as you show him some quality evidence, and he'll move mountains if you ask him."

"I just can't believe he'd so readily leave him to the wolves," Carol replied as she resumed her brisk pace.

"Cap's just following orders," Jessica replied as she kept pace, brushing a lock of her hair out of her face as she did so.

"Since when has Cap been one to follow orders?" Carol said as they turned a corner. "I mean, there was the whole 'registration' thing. I'm pretty sure Hill ordered him to bring in unregistered heroes. And you remember how that turned out."_ Never mind that we where on opposite sides then,_ she thought as they passed a group of agents who where going in the opposite direction.

"I don't think he knows what to do here," Jessica said softly as they ascended a staircase that lead to the deck, where their jet was located. I mean, the closest thing we've ever had to deal with like this was the Skrull invasion, and at least there was proof."

"There's proof out there," Carol said as the two of them ascended the ramp that led into the belly of the jet. "It's just gotta be found first."

"And what if all you find is proof he's lying?"

**_A/N: Just in case you didn't know Petrol (Peter/Carol) is my 616 OTP, and if anyone can recommend some good fanfics with them, I'd be very greatfull. _**


	3. Support system

John Bernardin sighed as he passed through security. It was the same routine he went through every morning. Same building. Same guards, same scanner. _Shouldn't be surprised,_ he thought as he passed through it for the thousandth time.

"Hey Mike," he said as the guard ran the metal detector over him. "Did ya' catch the game last night?"

"Naw," the guard replied, "dinner with the in-laws."

"That sucks man," John said as the tiny probe passed over his legs. "It was to die for. Final score-"

"Don't tell me!" the guard playfully snapped as he straitened his back. "I taped it and plan to watch it tonight. I don't want any spoilers."

"Well it was killer," John said as he headed down the hall, adjusting his tie as he did so. Being an employee of Stark international, he had to look his best, especially since he worked the front desk. He sighed as he approached the front desk, knowing an uneventful day was ahead of him. Already, there was a small lineup of people waiting to be seen. And John noticed that once again, most of them seemed to be more interested in his boss's alter-ego than the business itself. Every day, he was forced to turn fans away due to the rule implanted by the company's co-director, Pepper Potts. A particular incident involving a ten-year old with Leukemia remained lodged in his mind. Apparently the boy had weeks to live, and even after a phone call to his supervisor, he had been unable to secure a personal visit like the boy wanted.

As he sat down in his designated chair, the phone began to ring, as if on cue.

"Stark International Customer service," John said with a monotone expression as a woman with striking blonde hair strode up to his desk. "Unfortunately sir, we are not hiring at this time...No, we will not accept your resume and hold it. Please keep an eye on the careers section of our website. Thanks you, goodbye," John sighed as he placed the phone down and stared at the woman. Although John was a married man, there was no denying that this woman was good-looking. "How may I help you?" he asked.

"I'm looking for Tony Stark," she said with an air of confidence. _Great,_ John thought with a grunt. _Either she's a disgruntled ex-girlfriend or a crazed fan-girl. _

"I'm sorry, miss," he replied, "Mr Stark doesn't see people without an appointment an-"

"He'll see me," she replied steadily.

"Miss," John grunted as he straitened a series of papers. "I'm sorry but I can't-" He was cut off by the woman reaching over his desk, grabbing him by the shirt and hoisting him into the air like a child would a rag-doll.

"Where is Tony Stark?" she repeated with force.

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"Are you sure it's legal for me to be here?" M.J asked as she was led through the halls of the New York Police department's crime lab. "Because-"

"You are a relative of the deceased, right?" Carlie Cooper replied as she pushed open a door. A bob of short hair topped a young woman with glasses over her eyes and professionally casual attire. A clipboard was in her hand as she fumbled with a key in her other. "Because being related to the deceased gives you accesses to their remains at any tie you wish."

"Then I guess I am related to-" MJ began.

"Alistair Smythe," Carlie replied as she opened the door to the morgue. Immediately, MJ was bombarded with a series of gut-wrenching smells. "That's the smell of the preservatives we use," Carlie continued as she moved over to a steel wall with a series of drawers. "Plug your nose," she finished. MJ complied as Carlie pulled open a drawer, revealing a greenish carcass that had a pungent smell. She immediately recognized the body from the news as being the recently-deceased Spider-slayer.

"Did you have to bring _that_ _thing _out?" MJ asked as she covered her mouth, in order to avoid the urge to vomit. "I mean..._uunngg"_

"I wanted to show you something," Carlie said as she manoeuvred around the body. "There's a puncture wound at the base of his neck that was never properly explained in the Mayor's report. My boss says it's a bullet wound, but it doesn't match any calibre that was recorded to be on the island," she said as she pulled a piece of paper out of her folder.

"And what is that supposed to mean to me?" MJ replied with a huff, "you're Sherlock here, not me."

"I know, Watson," Carlie replied with a grin as she pulled out a second document. "The wound lookss like it was caused by Smythe's own talon. In a place only someone with a degree in medical science would know. Someone who may have been so desperate to live that he somehow swapped bodies with another individual."

"I'm not quite sure what you're-" MJ began to say.

"Remember his last fight with Octavious?" Carlie said as she adjusted her glasses. "Ock looked terrible, but yet he refused to land a lethal blow, despite the odds. How any times has he tried to kill people in the past?"

"Too many to count," MJ said with a slight shudder, _how many ties did I have to wonder if he'd finally be killed by that madman?_

"Exactly," Carlie continued as her expression turned grim. "I don't know if you know this, but I was in the building when Ock escaped the last time. I just turned a corner and he was staring at me. I panicked and grabbed a gun. I shot at him, and he blocked the bullets, but refused to strike back."

"Maybe he wanted to escape, and not waste time," MJ shrugged, "if that's all yo-"

"I got a good look at his face too," Carlie continued as she pushed the carcass back inside it's prison. "Way to much concern in his features, and not over his escape. He had that same glimmer that Pe...Spider-man has whenever he's swinging about." The metal door shut with a _clank!_ And Carlie motioned for MJ to follow her out of the room.

"So what you're saying is...?" MJ asked as she shifted her purse on her shoulder.

"What if Octavious took over his body?"

_**xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx**_

She walked up the marble steps, towards the grand oak doors. They where the very style of door that Ben had promised her many years ago. But that dream had died out with him. But now she was forced to look beyond the past dream and cross the threshold. Her nephew's life depended on it. She gently pressed the buzzer. Seconds later, a thin, elderly an in a sharp suit opened the door with practised grace.

"May I enquire who you are calling for, Madam?" the man said with a modernized British accent.

"I'm calling for my Nephew," May said in an equally calm tone. "Your employer saw fit to send him to the hospital two days ago. No one has bothered to contact me about his condition."

"Unfortunately, Mr Stark is not on the premises," the man, who May remembered as Edwin Jarvis, replied. "But please," he said as he opened the door even wider, "come inside and I will see if I can find someone with some answers."

"Thank you," May said as she stepped inside the foyer very few got to see. It was a true sight to behold. A line of life-sized statues lined one wall, each depicting an Avenger posed heroically. She moved to examine each one at a closer distance as Edwin ascended the staircase to her left. Each statue was made of marble, and resembled those that could only bee seen in Museums around the world. The first was of Iron Man himself, depicted as the golden avenger the public saw him as. To his left was a saluting Captain America, the soldier from world war two, who had been brought to the modern age.

Two more figures followed, Dr Henry Pym and his one-time wife, the Wasp. It bothered May that Pym's statue was on display with these legends, if the rumours Peter had told her once where true. How could someone accused of domestic abuse be allowed to stand up with Earth's mightiest heroes? She considered him to be below the monstrosity known as the Hulk, who could at least chalk his rampages up to a split-personality disorder. But her attention was diverted towards as series of newspaper clippings that had been framed behind these statues that caught her attentions. Three in particular stood out from the rest. Written in bold letters across the page was '_Ms Marvel saves local restaurant' _

Thick paragraphs followed, but May didn't bother with them. Instead, she focused on the picture. It showed a strongly-posed woman standing outside a diner, with two restrained figures at her feet. The woman was smiling for the cameras that had no undoubtedly been flashing her way. She smiled as her eyes flowed to the left corner of the picture, which contained a young, smiling man she recognized easily as she glazed towards the next picture.

'_Heroes challenge tyrant over Asgard' _showed Peter standing with collection of Avengers, his arm wrapped around Ms Marvel's shoulders. Although he wore his mask, she could tell that he was smiling, along with the woman who he was leaning against. She shifted her gaze once more towards the final frame that caught her attention. _'Heroes over Boston'_ showed the newly christened Captain Marvel coming to a landing, with Peter in her arms. This was her favourite clipping, as it showed the clear spark that Peter got in his eye whenever the heroine was mentioned, either in casual conversation or over the news. And every time that happened, it brought a smile to her face.

"I suppose you're the one Jarvis was talking about?" a voice said from behind. May turned around to see a woman with shoulder-length hair that was jet-black. She was wearing loose-fitting track pants and a sweat-stained grey shirt. "You're here about Spidey?"

"I am," May gulped, "where is he?"

"Unfortunately," the woman said with a downcast expression, "he's not here right now. He's...he's being held in a secure cell right now."

"A cell?" May snapped as she crossed the distance between herself and the woman. "He's done no-"

"Mam," she said calmly, "I understand you're upset. A few of us here are as well. But it's the law. We have to hold him until his trial tomorrow."

"And then he's free to go?" May fumed uncharacteristically.

"Things aren't looking so good right now," the woman replied as she put a hand on May's shoulder. "There's a lot of evidence against him and...it's got a few people upstairs out for blood."

"So you're going to let him rot-" May bellowed, only to be silenced by the woman again.

"Captain Marvel went out this morning to look for a little bit of evidence," The woman said, somewhat forcefully as she gestured for May to follow her down the hall. "Hopefully she'll dig up something that proves his innocence. And I've got a contact in the NYPD who say's a crime scene investigator has been snooping around for more evidence. Now, does he have a lawyer?"

"No," May replied, berating herself for flying off the handle at someone who was trying to help Peter. "No, he can't afford one."

"Well," the woman replied softly, "we can always try making a deal with a _devil_."

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_**Anthony 'Tony' Stark/Iron Man:**_

"Carol," he smiled as he walked into the private meeting room. "Couldn't resist my charms, could you?" He gracefully crossed the distance between himself and the second Captain of the Avengers. _And a hell of a lot better looking one too,_ he thought as he clasped her hand in his, only to have her pull away. "What brings you to the technology capitol of New York at this hour?"

"Your suit emits a sonic pulse, correct?" Carol asked with a stern expression. "In order to map out an environment for autopilot and data analysis?"

"When did you become a tech-head?" he asked as he moved to the cabinet, in which he kept several bottles of liquor.

"Answer the question," she said firmly.

"Strait and to the point," he replied as he grabbed two small glasses and began to pour. "want a drink?"

"We're both recovering alcoholics," Carol rebuffed, "neither of us should touch that stuff. Now about the suit..."

"You've got no idea how tough it is to run a business," he replied as he took a sip. "It's all about moderation. And what do you need my suit for?"

"I just need the recordings," Carol replied as she gazed out the window.

"And this couldn't wait until tonight's meeting?" Tony replied as he took another sip. "You just had to barge in here and threaten one of my employees? Now I might have to give that man a raise."

"I need it now," Carol huffed as she turned to face him. "It's urgent."

"You want the recordings of Monday night," he smirked, knowing what she was after. "Don't you?"

"I do," she said, "do you have them with you?"

"No," he replied as he walked around to the other side of the table that occupied the centre of the room. "It's at the Mansion. But I can have Jarvis forward the data onto your I.D card, which will project a three-dimensional recording for you."

"Thank you Tony," she said with a half-smile. "You won't regret it. And if I can make it up to you I-"

"You. Me. Dinner. Tomorrow ni-" He began to say as a grin crossed his lips.

"I'm busy," she said as she walked over to the large, glass windows and pulled one open. In a flash, she had taken off into the sky.

_**A/N: So, Peter's got some people coming to his side. Let's hope they can pull through...**_

_**Concrit reviews are welcomed!**_


	4. A race against time

"Captain Marvel!" a voice shouted. She couldn't see clearly, there was to much light. The speaker's voice was also distorted by a white noise. She could feel herself lying on her back, against cold gravel. Shaking herself to alertness as the light faded, she remembered where she was. "Are you hurt?" Captain America asked as he held out a hand, she brushed it aside and wobbled to her feet. Her eyes fell on the body that had been thrown backwards like a rag-doll. Blood polled around the armoured form that she first took to be Stark. But it wasn't him, it was Peter Parker. Chunks of metal littered the ground around his body, having been blown from his body in the explosion. Large portions of the chest plate where gone, along with most of his helmet, revealing a bloodied hole where his eye had been. Carol gasped as she ran to his side, nearly slipping in blood as she checked for a pulse. There wasn't one.

"Oh shit!" she shouted as she tore what remained of the chest-plate free with one hand and begaan to preform compressions over his heart. "Cap!" she shouted as her eyes fell on the stump of a limb, "get something to stall that bleeding!" she huffed as she leaned down and pressed her lips to his, breathing life into him, before returning to the compressions.

"Stark says EMT's are on the way," Captain America replied as he tore a portion of his uniform's sleeve and wrapped Peter's arm in it. "He's helping clear out the last pockets of resistance, then we'll take him to the raft."

"The raft?" Carol said between compressions, "he needs a doctor first. Then we can throw him in a cell."

"There's a team of Doctors waiting for him there," Captain America replied as a loud _whoosh_ sang out over their heads. "And we'll need to get you checked out as well."

"I'll be fine until-" she began.

"That's an order," Captain America snapped as Stark landed with a metallic _clunk. _

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"Through here," the dark-haired Woman, who was named Jessica, "said as a door slid open. She had changed into a sharp uniform and tied her hair back before leading May onto a jet and taking off for an unknown location. For security reasons, May had been forced to wear a blindfold as she was led down the ramp. Although she had been unable to see, she could smell the sea air, and hear the seagulls overhead. "And now I can take this off," she said as May felt cold fingers slide under the wrapping and pull it free.

May's eyes where greeted by white walls and bright lights. On one wall, a series of monitors stretched the length of the wall, each displaying a different individual, in various states of despair or anger. Some where rambling on incoherently, while others just stared into blank space.

"Those are two-way monitors," Jessica said calmly as four grim-looking guards approached. "Live broadcast from each cell. Twenty-Four hours a day. The cells themselves," she continued as they walked over to the nearest set of doors, "are underwater. So we've gotta go down."

"Does she have clearance?" one of the burly guards asked as he shifted his grip on his rifle.

"She's with me," Jessica replied sharply. "We're here to see inmate 50427. He's entitled to a visit." She finished as she handed the guard a plastic badge. The man nodded and handed it back.

"Where is-" May began to say.

"First level of cells," Jessica said smoothly as she keyed in a number on the combination. "In what qualifies for minimum security in this place," she said as the doors split open, revealing an elevator that was large enough to fit a whole car. May cautiously entered it, followed by the four armed guards and Jessica. The doors slammed shut with a mighty _clank!_ And May began to feel the effects of a rapid descent. Fortunately for her, the nauseating sensation lasted only a few seconds. The doors opened, revealing a long hallway that was dimly lit with flickering lights.

"Who else is-" May began.

"Pretty much everybody who we've had to bust over the years," Jessica said smoothly. "We drug them so they can't use any of their powers to escape. Though that would be futile, as the walls are literally unbreakable. But, we didn't drug Spider-man," she said as they turned a corner, which looked very similar to the last one. _Maybe they designed it that way, _May thought, _so people get lost in here if they try to escape. "_His...condition is to unstable for us to even think about removing his healing abilities."

"What do you mean, 'his condition?'" May snapped viciously as they continued to walk down the metallic hall.

"I'm not sure if I should be the one to tell you," Jessica said solemnly as they continued their pace. "Just...just be prepared. And he's not exactly in a talkative mood."

"What do you mean?" May said briskly, "is it because he's been locked up for no-"

"He's broken arms and legs of six guards since he got here," Jessica cut in smoothly as they came to a halt outside a door. "And he used a selection of words against Captains America and Marvel that would make a nun's ears bleed." She pressed a button on the side of the door and said, "he's in here. You've got five minutes. We'll wait outside and close the door."

"Agent Drew," one of the guards piped up, "regulation says one of-"

"I said," Jessica snapped at the man as she opened the cell door, "we will wait outside." Their conversation continued, but May paid them no attention as she entered the dank room. It resembled the corridor in many ways. The air was thick and something smelled. But she put that out of her mind as her eyes fell on the sleeping form on a cot that lined the farthest wall. The first thing she noticed where the bandages, which covered a large portion of his body. Her heart stopped as she realized that half his face was bandaged.

"Peter...?" she said softly as she placed her hand on his back. He shot to alertness, causing her to jump back slightly as he shifted his body from her, as if he was trying to hide something.

"Leave," he said forcefully, barely opening his visible eye as he spoke. "Now. You shouldn't be here. It's not a safe place..."

"I'm here to help," May said as she edged closer. "Peter you're in a lot of trouble right now. I want to help you. Mary-Jane wants to help you. C-"

"Yeah?" he shot back, not even bothering to look at her. "Why couldn't anyone help when I needed it? Why is it people only noticed the problem after it was fixed?!"

"No one knows what was wrong!" May snapped back, "you killed people, Peter. That's what we all saw. And we aren't going to really know what happened unless you tell us," she finished as she sat down on the end of his cot. She had a brief flashback of many similar conversations and situations that had taken place in his bedroom years ago.

"You wanna know what happened," he muttered as he shifted his body, causing the sheet to fall from his body and May to step back, at the shock of her nephew's stumped limb. "I had everything that was dear to me ripped from my life. Otto played my memories like movie. He laughed at Uncle Ben's death. He explained the physics of Gwen's death, about how _I _killed her. My first night with MJ? He used that to jack off!" May was to shocked to speak, but instead backed up slightly as her Nephew got to his feet. "He took everything I ever cared about and twisted it for his own machinations while everybody else just sat by and watched like nothing was wrong. Well guess what," he hissed, "something was wrong. Something was very wrong."

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She sliced through the New York air, taking in all the sights and sounds around her as she did so. Normally, she flew at sonic speeds over-top of the city, but today she wanted a more scenic route. _I'll bet this is the way Spider-man sees...saw the city,_ she thought as she turned the corner of a large skyscraper. She smiled as she outstripped a flock of doves and spiralled downwards, letting the breeze run through her hair as she flew past the Avengers Mansion.

Jessica had called her a few hours ago to tell her that Peter's Aunt had show up at the doorstep of the mansion. Although she had never met the woman before, Carol knew that if anyone in the world could get him to open up, it was her. She had often heard him spout stories of near-misses when it came to keeping his secret. For some strange reason, those stories had always brought a smile to Carol's face, even on a gloomy day. Unfortunately, her peaceful flight was interrupted by a shout. Normally, she paid little attention to such sounds, deciding that such work was best left to the cops and street-level vigilantes. _But they're down a man,_ she thought as she descended even further, towards the commotion. In no time at all, she came across two men threatening a young couple with guns.

"Give us the goddam money!" one man shouted as he waved his gun, "or Ill-"

"Hey!" Carol shouted from above, earning all four gazes at once. "Put the guns down and I'll go easy on you."

"Oh shit man!" the second man stuttered as he took a series of steps back. "No way I signed up for this shit, man. No way I-"

"Cut it out John!" the first man said as he raised his gun and fired. The bullet whizzed through the air and struck Carol in the shoulder before bouncing off harmlessly.

"You sir are lucky," she said as she brushed a small fragment of metal off of her shoulder. "Lucky that you didn't rip my new outfit. Then I'd have to punish you." She regretted these words as soon as they left her mouth, as she knew the effect she had on some men.

"How 'bout you punish me anyways?" the first man said as a crooked smile crossed his lips.

"You wish," Carol snapped as she shot forwards, coming to a stop less than a foot from him, with on hand on her hip and the other compressing the gun into scrap metal. "Touch me and I'll see to it that no woman will ever spend the night with you again. No matter how drunk, high or well-paid they are," she finished as she snatched the weapon out of the second man's hand.

"Fuck, the spider was never this hard-ass," thee second man snorted as he threw his hands into the air. "Why couldn't he bust us?"

"Yeah," the first man replied, "but the Spider never gave me a hard-on l-" He was cut off by Carol striking him across the face with the back of her hand. The man stumbled to the side from the force of the blow, shouting, "bitch!" as sirens wailed behind her. A police car pulled to a stop, and Carol smiled as two women in uniform exited.

"Attempted assault, robbery and sexual harassment," Carol said coolly as the two officers moved to cuff the men. "and get the tall one something for his jaw. And if you don't need me," she continued as she began too walk away, "Give Iron Man a call. Now I've got a meeting with the mayor." She finished as she shot into the sky, re-prioritizing her destination at a new realization.

_Last year, the mayor hated Spider-man with a passion. Then six months later he gives him an island. That's not right. Something's definitely up there. _She thought as she continued through the air. She careened around a large skyscraper and shot forwards, towards her intended target. She hovered from window to window, looking for the infamous publisher-turned politician, earning numerous glances in return. Finally, she found him on the third floor. Luckily, there was a large window which opened from the outside as well as inside.

"Everybody out," she snapped, grabbing Jameson's collar as he attempted to leave. "Not you. We're gonna have a nice chat." She continued to hold him as everyone else departed the room. Including several amused aids.

"You have no right to-" Jameson began to rant in his best boss voice, as if he was trying to shout her into submission. And because of both her father and military background, that didn't work one bit.

"I'm just here for information," she snapped, stopping the words right in his mouth. _Bet Peter would enjoy this,_ she thought as she inhaled deeply. "You've hated Spider-man for years," she said firmly as she released Jameson.

"Yes, I..." he said as he bolted for the door. Using her enhanced speed, Carol blocked his path.

"I'm just here for information," she repeated with force as she pushed him backwards. "You've slandered him for the duration of his career. Then, suddenly you say he's a godsend to the city. Why?"

"Because he finally decided that he needed someone to control him," Jameson snapped. Despite the man's vicious demeanour, Carol could see the fear in his eyes. After all, he had allowed several scandalous articles about her supposedly explicit sex life to be published.

"You mean yourself?" Carol replied calmly as she circled him. "Why not the chief of police? Or why not put your faith in the Avengers?"

"Why are you defending the man?" Jameson said with false fearlessness, "as I recall, he betrayed you during the SRA."

"We're not here to talk about the SRA," Carol barked as she pressed a finger against his chest. She took a step forward, and he took one back. "That man has done more for this city than you or I could ever hope to match. He didn't betray us, we betrayed ourselves. Now I'll ask you again," she said as they continued towards the wall. "Why? Why give him an entire island?"

"Because," Jameson said as his face turned sour, "because he blackmailed me."

"What?" Carol asked as she took a step back.

"I went to transfer the last of the prisoners out of the raft. I called him, so he could provide backup, in case anything went wrong," Jameson said as he moved around Carol's form and towards the large desk in the centre of the room. "As you might recall, things went wrong. Spider-slayer broke out and went on a rampage with Scorpion. I couldn't stand by after...after that man killed Marla," he said as he pulled open a drawer and pulled a small glass and bottle out. He began to pour as he continued, "I chased him, and took several shots, but he disarmed my. Spider-man arrived just in time to stop him." He took a swig before finishing, "then he showed me the recording he had made of my confrontation with Scorpion. He threatened to expose me if I didn't comply."

"Do you have any idea what he needed the island for?" Carol asked.

"No," Jameson replied stiffly, "he never told me anything, aside from the fact that he needed uniforms for his personal army."

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"You sure this place is deserted?" MJ asked as they stepped out of the small boat and onto the rocky shore of the former prison-island. "No dangerous psychopaths?"

"Chief told me personally," Carlie replied as she wobbled her way upwards.

"You'd think this place would have guards," MJ said as the two of them finally stepped onto a solid surface. "Given it's history and all."

"But the mayor gave this place to Pe...Spider-m...you know," Carlie remarked as they approached the thick doors, which had been blasted open by something. As the darkness swallowed them, the two women pulled out their phones and used them as improvised flashlights.

"This place smells worse than the morgue," MJ snorted as she covered her nose. "The air tastes so bad I-"

"I'm sure you've swallowed worse," Carlie quipped as they took a left, revealing a large room, filled with a wide assortment of gadgets and machines. Hanging on the wall, as a familiar-looking apparatus. "Definitely Ock," Carlie hissed as MJ examined one of the workbenches. She stopped at a strange helmet-type object.

"Take a look at this, Cooper," MJ said as she handed her the helmet.

"Surprised he didn't wear this for Halloween," Carlie replied as she examined the interior. "Unless he wore it under his mask to keep Peter down?" She said as she slipped the helmet on. MJ watched as something sparked and Carlie fell to the ground.

"Cooper!?" MJ screamed as she rushed to her side.

"I'm fine," Carlie coughed as her eyes fluttered open and she removed the device.

"Damn right," a man's voice said as it's speaker stepped out from behind the wall. "You're both fine," the man said as he brought a gun to bear, and several more men joined him, each of them sporting both a weapon and a wicked grin.

"Arach-Nauts," MJ spat as the four men encompassed them.

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The door opened, and six men entered the dimly lit cell. All of them where fully armoured and carrying batons, with the exception of their leader.

"It's time, Spider-man," Captain America said solemnly. "We're taking you to court."

_**A/N: Tick, tock, tick, tock...**_

_**Concrit reviews are appreciated!**_


	5. Order in the court

She sped downwards at the sound of a woman's scream coming from the ruins of the Raft. Why anyone would be there was beyond her, but since she was headed there anyways, she would intervene. She flew through the open doors and empty halls. A single room had a light coming from inside, which Carol sped towards. Six bodies where inside, four male and two female. Without pause, Carol proceeded to strike the four men, who carried guns. One blow each was sufficient to knock each of them out.

With the men down, she was able to turn her attention on the two women.

"You two have got ten seconds to explain why you're trespassing on foreclosed government property," Carol snapped as the two women got to their feet. One she briefly recognized as being a local model and actress. The other wore a simple pair of jeans and a shirt that said 'CSI.' And both of them had expressions that said they had a great amount of disdain for Carol. "I'm not going to ask you again," Carol snapped, "You are trespassing on government property and potentially interfering with an investigation."

"'Investigation?'" The redhead snorted, "I'd believe tampering with evidence."

"Tampering with evidence?" Carol shot back, "I'm trying to prove a man's innocence! And I just wasted valuable time I could have used. Considering his trial is in half an hour! Now if you don-"

"Wait," the CSI woman said sharply. "Who's trial? A friend of ours is-"

"What does the name Peter Parker mean to you?" The redhead cut in as the two women exchanged a glance.

"He's a friend," Carol replied, wondering if these two where the people where the ones Jess had told her about. "A good friend who I believe may be innocent. I just need evidence."

"Which is what we're trying to gather," the CSI remarked as she picked up a hunk of metal that was shaped like a helmet. It was somewhat dusty, and Carol could see a faint trace of smoke rising from it. The design of the helmet was crude, as if it had been made in a few hours to Carol's inexperienced eye. "All this here points to Otto Octavious replacing his mind with Peter's."

"Going to need more than that," Carol sighed as she looked about the room, her eyes falling on a four-apendaged apparatus hanging on the wall. "Never mind," she said as her Avengers ID card beeped, signalling the fact that Jarvis had finished sending over the information she had requested. "You got anything else?" she asked as she pulled her card free.

"Nothing," the CSI said with a defeated tone of voice. She ran her hand through her short hair as she leaned against the wall, "If I had more time maybe I could get something from this room but-"

"Well we don't have time," the redhead snapped as she folded her arms. "Those government fucktards are foaming at the mouth to get at him." She continued as she turned to face Carol, "no offence."

"I get it," Carol said as she pressed the button on the side of her ID card. Almost immediately, a quarter-scale model of the carnage in the warehouse. Floating just above her shoulder was a miniaturized Iron Man. Standing between the redhead and CSI was a pint-sized Captain America. The Superior Spider-man floated at eye-level, and Carol caught a glimpse of her miniature self being obscured by the redhead's leg.

"Good afternoon," a synthesized voice that sounded impeccably like Edwin Jarvis. _Stark probably based it on him,_ she thought as a stuffy butler popped up out of nowhere. He was being generated by the ID card like the rest of the model, but he was out of proportion. "I am A.I prototype 170-3. How may I assist you?"

"A what now?" the redhead blurted as she took a step forwards.

"Facial recognition scan complete. Mary-Jane Watson, 27. former model. Former actress. Owner of a local nightclub," the AI piped as he faced the redhead. "I am a fully-functional artificial intelligence. I have been in operation for approximately thirty seconds. How may I be of service to you?"

"Can you show us the frame before the explosion?" Carol asked as she leaned inwards. "In a close-up of Spider-man please."

"Facial recognition scan complete," the AI said as she turned to face Carol. His tiny blue frame shimmered as he spoke, "C_zcwk _D_fbhtk_. 29. Registered Superhero codename: Captain Marvel." As he spoke, the image zoomed in and bloated itself at the same time. Carol inhaled as she took in the sight of Spider-man aiming his missile-arm in her direction. And that's when she noticed something. He was aiming his left arm at her, but his right arm gripped his left.

"AI," Carol asked as she leaned in closer. "Is his suit equipped with repulsors on the hands?"

"Yes, madame D_fbhtk,_" he said, with the last part being cut out by static.

"I think his programming is flawed," the redhead, who had been Mary-Jane by AI said in a low whisper to the CSI woman.

"My creator specifically installed a program that prevents my from saying specific individual's names," AI said curtly as he gave a tiny bow towards her. The gesture brought a twinge of a smile to Carol's face, replaced by the thought of what she was seeing being played before her eyes.

"Oh my god," she uttered softly as she put her hand over her mouth.

"What?" Mary-Jane promptly asked as she stared in Carol's direction.

"He blew his own arm off," Carol replied.

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"Where's his lawyer?" he asked as he entered the room. Ten armed guards lined the one wall, while a series of windows lined the other. A woman stood in the middle of the room, holding a series of papers in her hand. She had short-cropped black hair and wore pressed military garb.

"He doesn't need one until he's in the courtroom," the woman replied sharply. Although Maria Hill was technically his superior, he loathed her command, doing his best to counteract it.

"He's entitled to one," Steve said sharply as he tensed into a salute, "mam."

"We're also supposed to release his identity to the public," Maria Hill replied curtly as she paced the length of the room. "And we would, If Nick Fury had not erased his file from our records before leaving this morning."

"He has a habit of doing that, Mam," Steve replied stiffly.

"Don't 'mam' me, Captain Rogers," Hill shot back with an icy stare. "You know as well as I do how easily that man's loyalties change." Steve was taken back by her words. Even though he was prepared to go through with Spider-man's trial, he at least expected it to be a fair one. Now, he could only hope that Carol would come through with some hard evidence.

"At least let a telepath examine his mind," Steve rebuffed stiffly.

"A telepath is an unreliable source of information," Hill shot back with a wave of her hand. "Who knows if they're lying? And besides, we've got ten minutes before the trial. Not enough time to find one." With that, Steve turned and departed from the room at a somewhat brisk pace. He turned down the hall and around several corners before coming to a locked door with two guards waiting outside. He brushed past them with ease as he entered the room, which had only one occupant.

"What do you want?" Peter Parker snapped as he tugged at the bandage over his eye.

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"What do you want?" he snapped at the star-spangled man who had burst into the room.

"This is your last chance," Captain America replied as he sat on the metal chair that was on the other side of the room. "To give us some tangible proof that you're innocent."

"Besides what I've already told you?" Peter shot back bitterly. "Besides telling you how my mind was violated and no one did anything to help?"

"You can't prove that," Captain America replied, "they can't just trust your word."

"trust," Peter spat aggressively as he flailed his arm. "You'd think I'd have earned that by now. How many times have I saved people's lives?"

"Countless," Captain America replied in a sympathetic tone. "But Director Hill doesn't see things that way. She sees you as an enemy of the state. And she's trying to stack the against you so that you go to-" He was cut off be the door opening and four guards entering, each carrying a stun baton.

"You're coming with us," the largest of the men barked as he made a motion to grab Peter's arm. With his superior reflexes, Peter was able to avoid the grab as he stood.

"Don't touch me," he snapped as Captain America got to his feet and nodded to the man. The guards then stepped into a box formation around him.

"You'll need this," Captain America said as he handed Peter his own mask, which he slipped on. The guards led him down the empty hallway, which led to a pair of oak doors. As he passed through them, he was bombarded by sound.

On one side of the room was a troop of guards, surrounding a podium. On that podium was the woman he recognized as Maria Hill, second in command of S.H.E.I.L.D. He guessed that the troop was there for her safety, as a rvery restless crowd of reporters and heroes faced her. Cameras flashed as he walked down the centre isle, between the rows of seats. He was bombarded by questions as he walked.

"Can you tell us what really happened?"

"What happened to your arm?"

"If you are found innocent, will you return to the avengers?"

He refused to answer any of these as he reached his assigned table. Two bodies sat at the table. One had a cane propped up next to him and wore a pair of dark sunglasses. He also wore a sharp business suit. Next to him was a seven foot-tall woman dressed in a blue power-suit. Her most striking feature, aside from her size, was her green skin. As he sat down, he heard the gavel beat down, signalling the start of the trial. On cue, everyone stood up.

"Please be seated," hill said with a steady tone as she took her own seat. Everyone in the room followed her order, and a clamour of chatter could be heard.

"Quiet," a man to Hill's left barked, silencing the chatters as he handed the vile woman a series of papers. "Turn your attentions to the standing judge, Deputy Director Maria Hill."A small applause followed his words, irking him somewhat.

"Thank you," Hill said as she cleared her throat. She set down her gavel as she crossed her fingers, giving her a foreboding look, "We are here today to discuss the case of the American people versus the masked vigilante known as Spider-man. Witness for the defence," she said as she indicated to Peter. "You have the floor."

"Thank you," Jennifer Walters, in her She-Hulk form said as she got to her feet. She sauntered around the table and towards the jury. "Ladies and gentlemen of the jury," she said with a warm expression, even as he watched a bead of sweat fall down her face. "Before you is a man who has been accused of a violent crime. Yes, we have all seen news footage of him. But," she said, pausing for what seemed like dramatic effect. "He claims to have experienced a loss of control over his own body. I-"

"That's bullshit!" a man in a policeman's uniform cried out from the back of the courtroom. "He ain't got no proof!"

"Order in the court!" Hill said as she slammed down her gavel.

"Thank you, Director," Walters said calmly, "as I-"

"Please present only hard facts to the jury," Hill cut in as she pointed her gavel at the She-Hulk. "We only deal with hard evidence here. If it cannot be proven, then don't say it or I will have you removed from this court."

"Your honour-" Walters began.

"Order in the court!" Hill snapped as she slammed the gavel down once more. "If the defence has no further questions for the Jury, then please take your seat." To him, Hill's words sounded more like an order than a question. His suspicions where confirmed when Hill opened her mouth again, "The instigator has the floor."

"Thank you, your honour," a man in a sharp suit to Peter's far left said as he got to his feet. As he reached the podium, he exchanged a glance with Walters, who was making her way back to Peter's side. With his enhanced hearing, Peter could hear him mutter "...green-skinned freak..."

"Asshole," Walters cursed under her breath as she assumed her seat.

"Ladies and gentlemen of the jury," The man said as he paced the length of the Jury section. "As my...Amazonian opponent stated, before you is a man accused of murder. No less than six accounts, to be exact. More, if we bring about cold cases I'm sure." He said as he flashed a nasty grin in Peter's direction. "But," he continued as he resumed his attentions towards the Jury, "Unlike the defence, we can produce hard evidence. You might say, we've been given the upper hand in-"

"_Objection!" _both Walters and Murdock shouted as they slammed their hands on the table and stood.

"Order!" Hill barked as she rammed the wooden hammer down.

"That is a textbook definition of slander, your honour," Murdock snapped, both towards hill and the man standing in front oft he jury. "As a result of his injuries, my client's arm was amputated, as everyone in this room can clearly see. I demand a reprimand on his behalf!"

"Mr Grimbold will receive a reprimand," Hill said in a monotone voice. Peter could tell that her words came less from choice and more from an attempt to save face. "but he will be allowed to continue."

"Thank you, your honour," Grimbold replied as he turned to face Peter directly. "And my _sincerest_ apologies to the defendant. May his recovery be expedient," he smirked before turning to his own table. "I have here," he said as he produced a document from a folder. "The autopsy of a supervillain named Massacre. His true identity will be kept secret, as that seems to be the theme of this session." He paused much like Walters had, earning a similar effect in the room. "It clearly states that Massacre was shot in the back at point-blank range. Only a murderer-"

"Objection!" Walters blurted, "my client is innocent until proven guilty. Until such a time, he is to be treated as innocent."

"Please continue," Hill said as she directed her gavel towards Grimbold.

"The evidence shows all the signs of someone who has killed before," Mr Grimbold stated clearly. "And for all we know," he said as he pointed towards Peter, "the man behind that mask could be a cold-blooded killer! My gargantuan opponent stated herself in her pre-testimony interrogation that she has only seen him without his mask twice. And that he is the most secretive of the group of vigilantes known as the Avengers. And-"

"Irrelevant," Hill cut in, "do you have any further evidence to present?"

"I believe what I have presented is sufficient," Grimbold smiled as he returned to his party's table. "It's all in the hands of the jury and god now, mam. I leave it in their hands now."

"Very well," Hill said calmly, "the jury will now convene privat-"

"My client is entitled to a defence," Murdock shouted.

"You had your chance to speak," Hill replied clearly, "and it was wasted on intangible nonsense. Order in the-" her last words where cut off by the two oak doors swinging open with a mighty impact as a body flew through them. "This is a private-" Hill shouted.

"I have new evidence," the intruder, Captain Marvel sternly replied as she crossed the distance of the room, stopping at the evidence table and dropping a piece two pieces of machinery. One was a helmet that he vaguely remembered, and the other was an apparatus that had four tentacles. "Evidence that Spider-man is indeed innocent."

"The court has-" Hill began.

"All evidence must be considered," Murdock said as he stood up once more. "As the jury has not yet convened, we still have a right to present a case. As was so in a 1998 case of-"

"Present your evidence, _Captain Marvel,"_ Hill snapped with a wave of her free hand.

"Direct your attention to item A, defendant," Carol said as she raised the four-tentacled apparatus and sauntered towards Peter. "Does this machine remind you of anyone?"

"Otto Octavious," Peter spat, "the man who-"

"And would you say that Otto is a smart man?" Carol cut in with confidence.

"On a level of Tony Stark," Peter replied.

"And do you believe he is capable of advanced sciences of the brain?" Carol said as she returned to the evidence table. She carefully placed the tentacle apparatus down as Peter replied.

"He is," Peter said, recalling how Otto had used his body to preform brain surgery on a child.

"And," Carol said as she picked up the helmet that he now recognized. It was the one Otto had used to switch their minds in the first place. "Is he capable of creating a device that could, in theory, transfer one person's consciousness to another?"

"Impossible!" Grimbold shouted, "science-fiction! Not-"

"Order!" Hill snapped again. "The defence is correct. They are entitled to present evidence. Continue."

"Thank you," Carol said with a nod towards Hill, "as I was asking. Is Otto capable of creating such a device?"

"He is," Peter said briskly, not fully understanding why Carol had come to his defence at this time. But his attention was diverted, as Murdock and Walters both shot upwards.

"Your honour," Murdock said with a slightly elated tone, "I believe this evidence gives us clear cause for a dismissal of charges. He cannot be found guilty until such evidence is proven false. So unless my opponent can provide a telepath, the Jury cannot dispute the fact that there is evidence to support his innocence!" A brief moment of tension hung in the air, and Peter watched Hill's expression twitch.

"Cleared of all charges," she said before swinging her gavel down.

_**End of Part 1**_

_**A/N: First off:**__**I apologize to any lawyers or judges out there for this depiction of a court session (I've never been to one!)**_

_**Second: To anyone who can properly guess the origin of Grimbold's (The lawyer who called She-Hulk a freak) name, I will answer ONE question they have about future plot points for this story. **_


	6. Lost Hero

He opened his eye. His only remaining eye. He stared at the ceiling. The bare, dirty ceiling that was his own. Far from the place he had once owned, it was a dingy place in hells kitchen. It was the only place he could afford. One week after being released he had been fired. Apparently being in a violent car crash wasn't a good enough reason to explain his month long absence.

_That's bullshit,_ he thought as he struggled to pull on a pair of pants. _How many fucking times did I save their lives? _He continued his internal rant as he made his way to the bathroom. Pushing the door open, he caught his image in the mirror. His horrible, disfigured image. Something that nightmares where made of.

"_Mommy, what's wrong with that man's face?" a child had blurted six days after his release. He had been job hunting at several establishments when it had happened. _

"_Christopher don't point," the child's mother said in a hushed tone as they passed him by. Reading her body language, he could tell that his appearance disturbed her slightly. In fact it disturbed everyone around him._

He couldn't blame people either. He might be scared if the roles had been reversed. But that wasn't his case. And his bitterness flowed over into his interpersonal interactions. The first time MJ had come to see him, before he had been evicted from his apartment, he had slammed the door in her face before she could speak. The same thing happened when Carlie showed up the next day, only he had managed to crack the door handle in the process. That had been the landlord's final straw. His rent was overdue, and several other residents started complaining about his 'attitude problem' whenever he walked past.

And right now, his standing with his current landlord wasn't that good either. Because he had gone through his second job in two months, money was tight and he was only barely able to afford the first month's rent. The second one had forced him to sell most of his possessions. And in two days time, he would be forced to leave if he couldn't come up with six hundred and seventy-five dollars.

"Fuck," he panted as he put his hand down on the sink and stared at the glass of water that kept the glass orb that was his left eye. He pulled it out and leaned back so he could fit the orb into the empty socket. "couldn't heal my eye, huh?" he grunted at his reflection, "No scarring in the socket, but no eyeball? My-" He was interrupted by a loud knocking on his door. Not bothering to put his prosthetic arm on, Peter stormed over to the door. He pulled it open with a simple motion, revealing a man in blue jeans and a black leather jacket. The man also had a muscular build and short-cropped blonde hair.

"Peter I-" Captain America began.

"Go to hell," Peter snapped before slamming the door on him. He turned from the door and returned to his bedroom. Reaching down under his bed, he pulled out a box. It was a long box, with a simple wood finish. He gingerly placed it on the bed before unclasping the lock. Inside was something that he treasured more than his own life.

His Spider-man outfit. He had fixed it shortly before losing control over his body, so it was in absolute pristine condition. He ran his fingers over the fabric, letting the tears flow as he did so. It wasn't fair. He didn't deserve this. After all he had given the city of New York he wound up losing everything because those people he had trusted most failed him.

"I did good, Uncle Ben," he said to no one. "I did good. I helped people in any way I could. And look what happened? I lost everything. I lost everything because-" He was cut off by the phone ringing. Stumbling across the room, he clicked talk and pressed the device to his ear.

"_This call is to notify you that your power will be cut off if you do not p-"_

"Ahg!" he shouted as he threw the phone across the room. It embedded with such force that it stuck into the wall. He didn't bother removing it as he pulled on a shirt. Nor as he put his arm on. Nor before grabbing his keys and walking out of the door, into the empty hall. He kept a brisk pace as he walked down the hall, brushing past two other tenants. One of whom he knew was a drug dealer, and the other was one of the customers. A month ago, he would have stopped them. Now he simply didn't care like he used to. He could have called the police on them, but he knew they where to incompetent to do anything. He pushed the glass doors that led to the outside world open, becoming bombarded by sounds as he walked through the early morning streets.

He walked for an hour, not realizing where his feet where taking him until it was to late. He found himself standing on the spot which Captain Stacey had been killed. And to make matters worse, he found himself surrounded by six men.

"What're you doing out here all alone, stumpy?" one man said as he cocked his head to the side.

"Ya lost?" another asked with a sarcastic smirk, "need a hand?"

"Piss off," Peter snapped, not intimidated by these men in the slightest.

"Ohhh!" the first man chuckled as he drew out a knife, "punk's gotta mouth on him. Who the hell do ya thi-" Peter cut him off by grabbing his throat and tossing him to the side with ease, before turning and lashing out with his foot, sending another man flying. Two of the thugs drew knives and charged Peter, who ducked under one of their arms and slammed his fist into one man's stomach.

"Bitch wants a fight!" the first man said as he got to his feet. "Thinks he's daredevil or something!" He continued as he pulled a gun out of his jacket and fired off a round, which Peter dodged before striking the man's wrist, breaking it. "fuck man! What the hell are you?"

"You wanna know who I am!" Peter roared as he grabbed the man by his throat and started to choke, only for sirens to wail around the corner, forcing Peter to drop the man as two cops stepped out of the car.

"What's going on here?" one cop said as he pulled a gun out and pointed it in Peter's direction. "We've got a call about a mugging in process and-" He stopped as he saw the people on the ground, moaning. "You're coming with us!" the man shouted as he holstered the gun and pulled a pair of handcuffs, as did his partner as he exited the car.

"Get those fucking thing away from me!" Peter shouted as he stepped back. The officer clearly didn't listen, as he took another few steps forward, and Peter was forced to strike the man across the face, sending him sprawling. The look on all the faces he could see was of pure shock. He turned and ran before anyone could say anything. He turned down an alley as he heard sirens, indicating that he was being followed. He leaped up onto a dumpster, using it as a springboard to launch himself onto the roof. Knowing the police would never look for him up there, he sat down and listened. He blocked out all his other senses and just listened to the world around him. The rush of the traffic. The idle conversations of the pedestrians below. The chirping of the birds. It was all like a musical instrument to him, soothing his brain and telling him everything was going to be okay. He was so caught up in his bliss that he never suspected something might be coming at him from behind. Something black. Something small. Something alien.

_xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx_

"Well that could have gone better," Steve said as he entered the meeting room. Two other Avengers where already standing inside, Tony Stark and Jessica Drew. Stark was dressed in a sharp black business suit, while Jessica sported a more casual outfit consisting of a blue blouse and black jeans. The walls where lined with metal, giving the room both a modern feel and extra structural support.

"What did he say?" Jessica asked as she folded her arms across her chest.

"He told me to piss off," Steve replied curtly as he took off his jacket, "before slamming the door in my face. Not an unexpected reaction." The three of them had been trying to re-recruit Spider-man into the Avengers for the past month, even if it was only in a support role.

"He probably doesn't think he'd be able to contribute enough," Jessica offered with a slight shrug. "I mean, before, he always doubted himself. Now, well..."

"Now he has plenty of reason to hate all our guts," Tony cut in as he slipped a hand out of his pocket. I tried to offer him a job. Pepper tried to offer him a job. He turned us both down."

"Well to be honest Tony," Steve said with a sigh as he ran his hand through his hair. "He's got more reason not to like you than anyone else. Given what happened a couple years ago." All three of them stood in silence as they remembered the horrible series of events that had led to an internal superhero war. They where still dealing with the repercussions from the government and media to a certain degree._ And among all of us,_ Steve thought privately, _he suffered the most._

"So..." Jessica asked, breaking the silence. "What now? Do you want me to talk to him? Or try to, at least?" Steve and Tony both shook their heads in unison. "Or are we just going to leave him to the wind and wait for him to become a super-criminal?"

"That's not going to happen, Agent Drew," Steve half snapped as he turned out of the room, grabbing his jacket as he did so. He walked down the hall at a brisk pace, turning left then right, heading for his private quarters in the mansion. He pulled his duffel bag out from under the bed and tore it open. Inside was a pair of workout shorts and a sleeveless shirt. He stripped himself of his clothes and replaced them before heading out once more.

He sped past the briefing room, in which Tony and Jessica still stood, discussing something in private. But he paid them no attention as h passed them by, heading strait for the workout room. The doors slid open with ease, revealing a room stocked with the latest high-tech gear. But Steve, being somewhat old-fashioned, headed for the simplest piece of equipment in the room. The sandbag was hanging against the wall, which had a peculiar fist-shaped dent.

He lashed his fist out at the sandbag once, testing it. Tony had been sure to tailor it's structural system to be able to handle a super-powered punch. Or several, as Steve was feeling particularly frustrated. He struck it again. And again. And again. Each blow was stronger than the last, shaking the base to it's core.

"May I offer you a refreshment, Captain Rogers?" A wry sounding voice with a distinct British accent said with poise. Steve turned to see a sharply-dressed Edwin Jarvis holding a tray filled with glasses filled with an assortment of fluids.

"I told you not to call me that," Steve said as he gently took a glass filled with a clear liquid that he assumed was water. _Could be Vodka,_ Steve thought to himself as he wiped the sweat from his brow. "My name's Steve, Jarvis."

"You are a former member of the American military with a distinguished career," Jarvis said sharply, with a slight smirk. "And I shall address you as such. The same is with Major Danvers, and she has more of an issue with it than you do, Captain." He continued as Steve took a sip, _Lemon water,_ he thought with a tilt of his head, _why people have a problem with tap water is beyond me._

"Who dented the wall?" Steve asked before he gulped down the entire glass's contents.

"That would be Major Danvers," Jarvis said, losing his charmed tone and replacing it with a more serious one. "She was in here until the early hours of the morning. I believe she may have missed her target and hit the wall instead."

"Carol doesn't miss," Steve replied as he ran his hand through his short-cropped hair. "She never has. Why would she start now?"

"If I may speak candidly, Captain Rogers," Jarvis replied stiffly, as he turned to leave, after giving a polite bow, "I believe she has been missing her target for quite some time now."

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"That's not going to happen, Agent Drew," Steve said before turning on the spot and leaving.

"I sure as hell hope not," Tony said as he set his hands down on the table. "But how can you help a guy who refuses to even talk to you?" he said as he racked his intelligent brain for answers.

"We just have to wait I guess," Jessica offered with a slight shrug. "Maybe once he calms down about...his body, he'll come around."

"To you maybe," Tony replied as his head sunk down even lower. "You didn't threaten to throw his family in a prison for super-criminals, did you?"

"Well no but-" Jessica began.

"Then how can you tell me how I'm supposed to get him to forgive me?" Tony asked as he reared back ton his full height. "It was my tests that failed to expose that ruse. It was because of my actions that hiss family was put in danger. It was-"

"Give him something he wants," Jessica shrugged as she turned to leave. "That's all the advice I can offer. Just give him something he wants." She finished as she walked out the door, leaving him alone to ponder his thoughts.

"Howard," he said as he pressed a button, and a hard-light projection of a prototype AI popped up. He was dressed just like Tony remembered his father being, moustache and all.

"Yes Mr Stark?" Howard said as his image flickered slightly.

"What's the status of Stark International projects XXIV and XXVII?" he asked as a thought came to him.

"Prototype stage completed," Howard replied as he paced the length of the holotable. "The first shipment should be ready within the week, Mr Stark. Do you wish to see the records?"

"No," Tony replied as he tapped his fingers across the table. "Bring up Armour model mark 47, will you, Howard?"

"Planning to do a little retro-fitting, are we Mr Stark?"

_**A/N: So Peter's life sucks right now, doesn't it? But is he being fair to the Avengers by refusing them? And what do you think Projects XXIV & XXVII are?**_

_**Also, go check out this Facebook page I'm administrating: www. facebook pages/The-Ultimate-Fandom-Page/342735592522585?hc_ location=stream **_


	7. Fallen Avenger

He looked up, at the night sky. It was so beautiful that he couldn't properly describe it with words. Every star shone brightly, as if each was trying to outdo the rest. He'd forgotten what it was like to look up at the sky, as it had been so long since he had had the chance. Now he wished that it would never end. There where to many imperfect nights in his life. He needed this one for himself. He reached behind his head, using both hands as an improvised cushion. Both hands. That's when he realized what was wrong.

He sat up and stared. Both limbs looked completely identical. He curled his left hand's fingers inwards, in near disbelief at the sight of the peach-coloured flesh. It defied all possible logic, yet it had happened. And he was happy and angry at the same time. Angry at himself for not thinking of using the symbiote as a solution. And angry at the world for not giving him the opportunity to realize his oversight.

_Time to get back to work,_ he thought as he imagined the black suit he had once worn. He had no further use for the red and blue spandex. _I need to be a better Spider-man than Octavious could ever dream of being,_ he rationed as he got to his feet, allowing his body to be covered in the slimy substance. _This suit can give me the edge I need. _He thought as he flexed his powerful muscles.

He took a ginger step forward. Then another. Then another. With each step he increased the tempo, pumping his legs into a run. As he reached the edge of the roof, he pushed off with his legs, leaping high into the air, over the street. Cars whizzed by below as he lashed out with a hand, allowing for a string of black substance to spring forth from his wrist. He cried out in jubilation as the thin rope-like material latched itself to a nearby skyscraper, allowing him to swing for the first time in months. The sensation was indescribable in his mind. He could feel the wind rush against his skin through the symbiotic layer. He let go of the black webbing as he landed on the side of a building with the grace of a dancer. Almost as if on cue, a scream broke out through the night air.

He leaped towards the sound with extreme speed, swinging from the black strings as he did so. He rounded the side of a building and dived into a free-fall. He let his momentum carry his body all the way to the source of the sound. As was normal for New York, a young man was surrounded by a small crowd. Each and every member of which was carrying either a knife of a gun. _Let's see Ock handle this,_ Peter thought with a snide smirk as he leaped down, right in front of the crowd, standing between them and their intended victim.

"Aw shit man!" someone shouted to Peter's left, "it's the Spider!"

"He's looking awefu-" a second man began, only to be cut off by Peter driving his foot into the man's stomach, sending him flying. Two more burst forward, and he made short work of them, snapping the knife-arm of the first and shattering the other's kneecap. His Spider-sense blared, telling him to lean to the side, out of the way of an incoming bullet. Which he did, striking a woman's jaw as he came up.

"Fuck man!" someone spat as bullets peppered around him, "I'm getting the hell outta here!" The remaining eleven thugs broke ranks and sprinted for their cars. Peter managed to catch three of them with a combination of his fists and his webbing. He pounded one of the downed thugs with his foot, breaking the man's leg as he heard the screech of tires.

Acting quickly, Peter launched himself into the air and prepared to give chase. This was going to be a fun night. He raced after one of the cars at top speed, catching up with them in no time. He sung and landed on the roof of the vehicle with ease. With one hand, he struck the glass, breaking it and pulling it free as the car began to spin out of control. He jumped off before it struck a light-post, completely destroying the front end of the vehicle. A man stumbled out of the back seat, holding a gun to the side lazily, obviously in pain.

"Bitch I'm gonna fuc-" he began, only to have Peter slam his fist into his jaw, breaking it and knocking the man out cold.

"Twenty of you," Peter spat as he kicked the man's side before crossing the distance towards the wreaked car. "Took me four and a half minutes. And that's with you trying to escape. Pathetic." He snarled as he pulled the other two men out of the car and tossed them onto the ground mercilessly.

_**Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx**_

"_Ppfftt!"_ she gasped as she pressed upwards with the bar, which was made out of adamantium, in order to accommodate unnatural amounts of weight. And although she was no scientist, she was sure fifty tonnes counted as unnatural. "Sixty-five..." she gasped as she brought the bar down once more. She found herself unable to sleep for the seventh time in weeks. She didn't fully understand why, either. The last time she had found herself in a similar situation was during the registration act crisis, after she had been forced to arrest Julia Carpenter in front of her daughter. That particular day had certainly taken it's toll on her, and she could empathize with Peter Parker's refusal to go along with the regiment to a certain degree.

"Sixty-six..." she muttered as she pushed the bar up and down, still doing her best to clear her head of the million thoughts going through it at that time. That's why she was there. She always found a good workout to be very therapeutic. Stark would build things, Janet would design a new suit, Steve would read. "Sixty-seven..." She huffed. _Jess would go for a walk. Thor would challenge someone to a arm wrestle...Jen would take him up on the offer. Parker would...probably be right here beside me shooting his mouth off then pleading for me not to use him as target practice...Sixty-eight..._

"Trouble sleeping, Colonel?" the ever-familiar voice of Edwin Jarvis said as Carol reached her sixty-ninth repetition. She set the bar down before turning to look at the ageing man, who was dressed in a housecoat, and bearing a small tray of drinks in his hands.

"I didn't mean to wake you," Carol apologized as she spun around on the bench, bringing her sweatpants-clad legs to bear. She also wiped the glistening sweat from her brow as she got to her feet. "I'm-"

"No need, Colonel," Jarvis said with a warm smile across his face. "I usually partake in an evening stroll around the mansion before turning in. I find that it's good for both the mind and body. Tea?" He finished as he presented her with the tray.

"No thanks," she replied with a wave of her hand. "I just need to unwind before turning in. That's all. And don't call me Colonel. It's weird."

"Well," Jarvis replied somewhat stiffly. "I'm afraid you may not be turning in as early as you hoped. There has been a string of assaults right across the city. They started about ten hours ago. All suspected to be by the same man."

"Shouldn't the police get on it, then?" Carol said briskly.

"The first incident involves a man beating six thugs senseless in Hell's Kitchen," Jarvis said with learned poise.

"And?" Carol scoffed slightly as she turned her head, "hardly cause for us to go in and-"

"I know," Jarvis said as h placed a hand on her knee, "But I already sent Captain Rogers to investigate."

"Why-" Carol Began to say, only to be cut off.

"Did I mention that the man in Hell's Kitchen had only one arm?" Jarvis cut in, his smile returning to a certain degree. "I thought you might want to know." Without a word, Carol got to her feet and headed for the door. She wound down the dark halls of the Avengers Mansion at a quick pace, not even bothering to change her outfit as she reached the helicopter pad that jutted out from the side. The wind ripped at her hair as she took off into the night sky.

The Avengers had been sure to keep tabs on all super-powered residents of New York, and for some reason Peter Parker's newest address stuck out in her mind as she raced towards the barren section of the city. At the speed of sound, she reached his address extremely quickly.

The outer door that led to the apartments was guarded by a card swipe lock. Luckily, Tony Stark had implemented a code which would allow all Avengers ID cards to open any of these locks. So one quick swipe and she was in. _Apartment 46,_ she thought as she walked down the dirt-covered halls, noting the combined smells of urine, marijuana and mould. She ascended a staircase that led to the second floor rather rapidly, opening the set of doors, only to reveal that she was not alone in her search for Peter Parker. In the hall, outside Apartment 46, stood the redheaded woman Carol remembered from Spider-Island, Mary-Jane.

"Come on Peter," Mary-Jane pleaded as she rapped her knuckles against the wooden door. "Open up please? Peter please? You're scaring me, I-"

"He's not answering, is he?" Carol asked as she approached.

"No. I've been here for five minutes and the door is locked," Mary-Jane said with pleading in her voice. "Someone at my club said they spotted Sp...him earlier today. I'm worried he's gonna hurt himself." She continued as Carol moved to the door and gripped the handle. "It won't open. I already tried to jimmy it open."

"Well I haven't tried," Carol replied as she gave a gentle push, snapping the bolt and chain with one simple movement. The door swung open with ease, revealing a dark room, which smelled much like the hallway.

"Oh god..." Mary-Jane said as the two of them crossed the threshold. There was no furniture aside from a small table and a single chair in the living room. The carpet was ripped and stained. The ceiling showed clear signs of poor upkeep and the person who had painted the walls had done a poor job. "I asked him if he wanted to move in with me...why didn't he?" she continued as Carol entered the bedroom. She cringed at the sight of a phone embedded in the wall. It had obviously been thrown in a fit of anger.

"Because he hates everyone," Carol said, recalling how he had refused to talk with anyone. "He's refused contact. He's slammed doors in our faces," she said as she regretted not trying to visit him herself. _He would have been here every day if the roles where reversed,_ she thought with a pang. "He's not here," she finished.

"Then where could he be?" the redhead pleaded, "he wouldn't...couldn't go out and-" she was cut off by Carol's ID card beeping. She pulled it out, allowing for the miniaturized AI which Stark had implemented in each card's system to pop up. Since it's first appearance, the AI had taken a female form, and the name 'Michelle.' She was dressed in military combat gear, holding a rifle across her chest as she looked up at Carol directly.

"Captain Marvel," Michelle said with a sharp salute. "Urgent message from headquarters. Captain America has engaged the enemy and requires immediate backup. He is currently located at the corner of Broadway st and Bathurst st, Sir!"

"You can't go!" Mary-Jane said desperately as she gripped Carol's arm. "He's still out th-"

"Captain America went looking for him on the streets," Carol replied, "If he's anywhere, that's where he'll be."

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"The fuck m-" the thug shouted as Peter drove his fist into the man's mouth. The man fell backwards, out cold. He fell on a pile of his friends, who all sported serious injuries.

"Stay the hell outta Queens!" Peter shouted as he kicked another thug away. He'd been stopping drug deals and muggings for the past eleven hours, and had no intention of slowing down. _I'll show him,_ Peter fumed internally, _I'll show them all!_

He struck out with his fist, crashing it into a man's larynx as sirens wailed in the distance, signalling that he should leave. He ascended the wall rapidly, careful not to draw any attention to himself. Unfortunately, someone was waiting for him.

"Captain," Peter spat as the low roll of thunder cackled over the city.

"Spider-man," Captain America said coolly, "what do you think you're doing, son?"

"My job," Peter shot back as his hands clenched into tight fists.

"That's the past," Captain America replied softly as he took a step forwards. "I understand what you're going through, son," he continued as he stuck his hand out in friendship. "Let me help you. Let us help you."

"I don't need your help," Peter spat, "not now at least. Not anymore."

"Look," the Captain said with force, "I appreciate what you've done. We all do. The city owes you it's soul. But you can't save the world. Not anymore, not like you used to. But you can help us in a l-"

"_nnnggg-aahhh!"_ Peter shouted as he thrust his foot outwards, into Captain America's stomach. The force and ferocity of the blow caught the first Avenger off-guard and sent him flying into an air vent.

"You are so smug," he shouted as he thrust his finger towards the Captain, who was still dazed from the blow. "You know that? You think that I can't survive without the mighty and powerful _Avengers_ at my side, huh?" He shouted as Captain America got to his feet. "Well I've got newsflash for you. I'm just fine without you!"

"_This _qualifiesas fine?" Captain America replied hoarsely as he gestured with his hand. "Beating the living shit out of random punks on the street? Throwing yourself in harms way without telling the people you care about most? What where you thinking!"

"Don't push it Cap," Peter growled as he began to pace the length of the roof. "You can't abandon me like you did, then expect me to fall in line again," he panted aggressively, "like a good little soldier. I'm calling my own shots now. Get used to it."

"So you'll just give all this up?" Captain America snapped as he mirrored Peter's pacing. Soon they began to circle one another, like wolves over territory. "You'll turn your back on me? On Stark? On _Carol?"_

"You leave _her_ out of this," Peter half-roared as they continued to circle. "Don't push your own failures onto someone else. You and Stark are the ones who failed me."

"Look," Captain America said sternly as rain began to pelt the two of them and the roof. "Just come with me now back to the Mansion. We can sort this all out."

"I have sorted it out," Peter snapped as he assumed a fighting stance. "And I'm about to deal with the problem."

"Don't make me do this," Captain America replied as he brought his shield to bear.

"I'm done taking orders," Peter replied stiffly. He tensed his muscles seconds before bursting forward, trying to run the Captain over with his body. He was too slow though, as he struck the vibranium shield instead of soft flesh and was thrown to the side. He rolled to his feet as lightning flashed overhead. Glancing to his left, Peter took note of a sheet of metal lying propped against the wall. Using his webbing, Peter snatched the metal and sent it flying towards the Captain, who used his shield to block. But that blow was never meant to hit, instead distract him long enough for Peter to slip behind his guard and deliver a snap-kick to his kidneys.

Captain America swept his shield around in retaliation, almost to quickly for Peter to dodge, forcing him back and opening him up for an uppercut to the jaw. The blow was only a glancing one, and Peter was able to retaliate with a sharp cross that clipped the shield. He followed up the strike with a kick that sent the patriotic Avenger back several feet.

Peter used this opportunity to burst forwards once again, only this time leaping into the air and kicking out. He struck the shield again, simultaneous with the boom of thunder that echoed throughout the city. Something struck his thigh and sent him to the ground. He rolled to the side, out of the way of a fist that was driven downwards.

Acting fast, Peter swept Captain America's leg out from underneath his body, sending him crashing down onto the gravel roof before bringing his own fist down on the Captain and rolling away.

"I don't know what you're trying to prove by doing this, Peter," Captain America coughed as he stumbled to his feet. "I really don't."

"That's the Avengers for you," Peter snapped as he grabbed the man's shield arm. "Clueless!" he snapped as he used his free arm to toss the shield away. "As ever," he snarled as he threw the avenger into a tight arm-lock.

"I'm trying to h_rraackk!"_ He screamed as Peter pushed down until he heard the _snap_ of bone being crushed. Smiling underneath the symbiote, Peter pushed him away, sending him sprawling onto the ground.

"Try," Peter bellowed as he raced forwards and struck the man who he had once respected and idolized. "That's all you Avengers do. Try try try and try again. Sometimes-" he roared as he drove his foot into the Captain's abdomen again, "you people just need to be put in your place!"

"You know..." Captain America said as blood drooled out of the side of his mouth. "You sound a hell of a lot like Octavious right now."

"_Don't talk to me about OCTAVIOUS!"_ Peter roared as he grabbed him by the collar, "This is much his fault as it is yours!" Peter cried out as he struck Captain America in the face. Once. Twice. Three times. Four, each blow caking his left fist in the Avenger's blood. He let go with the fifth blow, causing the beaten man to fall. But Peter didn't stop there. He pinned the man underneath him as he continued to mercilessly strike.

"Wha...the Spider-...an I know..." Captain America coughed between blows.

"The Spider-man you know is _dead!" _Peter roared as he drove his fist down again. "And you had him killed! But now, I'm better off than ever before!" He bellowed as he struck again. "I'm the better Spider-man!" he snarled as he gripped Captain America by the throat, "I am the superi-" He stopped the words right on his tongue. _What...what am I...? _where the words running through his mind as he looked at the scene in front of him. Tears formed in his eyes as he realized what he had been about to do, what he had nearly done. He slowly got to his feet before breaking into a brisk run, more to be away from himself than anything.

_**A/N: Well now that they've begun to sort through their issues, hopefully things will get a little easier. **_

_**Now, my question for you is: What do you think of me giving each Avenger their own artificial intelligence?**_


	8. Dawn

_**xxxxxxxxxxxxxxNotice!xxxxxxxxxx**_

_**I have signed the SOPA petition. Please do not spam the reviews section!**_

She shot through the air, cursing herself for not dressing in her full gear before leaving the Mansion. She was now forced to go much slower than she could, in order to avoid ripping her clothes off in the windshear. It took her several long minutes to reach Captain America's last known location. And in the dark, it took her a while to even see him.

"Cap?" she called out as she landed on a rooftop, noting the amount of gravel that had been kicked up. Obviously someone had been fighting. _And hard,_ she thought as she noted the body-shaped dent in the air vent. She stepped over a random sheet of metal as she called out again, "Cap? Captain?" A low moan was thee only reply. Rushing towards the source, she found the man she was looking for. Lying face-down in the gravel, blood pooling underneath his mouth. His trademark shield lay several meters away. "Can you here me?" she asked as she turned him over, careful to not disturb any of his numerous injuries.

"_nnggmmeggy?"_ He muttered as his head drooped to the side. "That you?"

"Captain," Carol repeated as she checked his pulse, finding it to be weak but persistent. "Captain, can you hear me? Where's Spider-man?" She said, worried that she could not see him as well.

"_hhharol?"_ Steve murmered as his eyes fluttered open. "What're you-"

"Captain," she repeated again as his head continued to flop to the side, "what happened? Where's Spider-man?"

"He..." Steve began, only for his eyes to close on themselves and forcing Carol into action. She pulled her ID card out with one hand as she prepared to perform chest compressions with the other.

"Michelle," she barked as the holographic soldier appeared, "call the tower. Get someone down here with a medical kit on the double!"

"Yes sir!" Michelle said as she snapped to a salute seconds before disappearing back into the card as Carol began to push down on his chest in an up-and-down pattern. _Damn it,_ she thought as she continued to compress, careful to control her muscles with surgical precision. She did this so she wouldn't crush his ribs, as she knew she was very capable of doing.

"Come on Cap," she grunted as she checked his airway, "You didn't get thawed out to die on some roof. I-" She stopped as a gloved hand grasped her shoulder. "Cap?"

"yeah..." he muttered, "Yeah I'm awake. Where's-"

"Cap, stay still," she said firmly as she laid his head back down on the gravel rooftop. "You've lost a lot of blood. Someone's coming with a med kit. Now, who did this to you? And where's Spider-man?"

"He..." Steve coughed, "that way..." he said weakly as he pointed westward. As he spoke, two shapes descended from the sky, Iron Man in his armour, and a Quinjet just to his left. Both shapes landed gingerly, with Stark raising his faceplate as the Quinjet lowered it's ramp. Hawkeye literally flew down the ramp, carrying a first aid kit.

"Cap," Stark said as he pulled away at Steve's uniform, "it's gonna be okay. We're gonna take you back to the tower. We've got a S.H.I.E.L.D medical team standing by."

"Carol.." Steve murmered as she helped Stark lift him into the air and into the belly of the Quinjet, "that way. That's an order. He went that way..."

"We've got this," Stark said to her, "go. Obviously it's important."

"Stark I've gotta-" she began.

"That's an _order,_" Steve snapped as his eyes did their best to stay open. Although she technically outranked him, she held to much respect for him to disobey his orders. As soon as Steve was strapped down, Carol exited the jet and took off, in the opposite direction that the jet was going. As the roar of the Quinjet's engine disappeared into the background noise of a New York pre-dawn rush, her thoughts reverted to Spider-man. _What happened to him?_ Was the question at the forefront of her mind as she flew through the streets. She kept a pace that was slow for her, even slower than before as she searched the city, street by street. She, along with many other New Yorkers, had trouble seeing in the dark, but that did not deter her search. She passed shops as their owners opened the door, and early morning joggers doing their first stretches. So many simple, menial tasks that formed the hustle of everyday life.

She reached the waterfront, completely perplexed. Steve had told her to head this way, but she had found no sign of his attacker, or of Spider-man. So she hovered, just thinking, racking her brains for an answer, finding none.

"Mommy, look! That lady is flying!" a child's voice cried out from below, causing Carol to look down. She saw a small boy standing on the sidewalk, next to a young mother. Knowing just how observant children where Carol decided to descend, hopefully to find information. "Mommy, look! Here she comes!"

"Robert, it's rude to point!" the mother scolded as Carol's feet touched the ground, several feet from them. She smiled as she knelt down, to face the boy directly. He had short, brown hair and was wearing a long-sleeve shirt and jeans. In addition to his expression of wonder. But it was his shirt that Carol admired the most, or rather, the symbol on it.

"You are very observant," she smiled warmly, "aren't you?" The boy didn't respond, instead choosing to bury his face in his mother's side. "Do you know who I am?"

"Ms Marvel...?" the boy said, as his voice shook. Carol's smile grew even wider as she nodded, which in turn seemed to give the boy confidence.

"Now, I could use your help," she said warmly as she indicated to his shirt. "I was hoping that you might have seen a friend of mine going by this morning."

"it's to dark," the mother cut in, "he wouldn't have been able-"

"I saw him, Mommy!" The boy said, rather excitedly. "You where talking on your phone. So I didn't tell you. I saw him over the bridge!"

"Which bridge?" Carol asked firmly.

"The George Washington Bridge," the mother cut in. "I have to cross it every morning to get here."

"Thank you," Carol said as she got to her feet, "thank you very much."

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He sat there, on the bridge. Right where it had happened. Right where his heart had been rendered into a million pieces. All by one simple act.

"_Let her go, Osborne!" he shouted over the howling winds and the cackle of laughter. _

"_Poor choice of words, Spider-man!" The Green Goblin cackled maniacally as he gave Gwen a tiny push, causing her to fall from the bridge. _

"_Noooo!"_

He looked down at himself, wondering how things would have been different if he had been just a little bit faster. Would Gwen have been saved? Would they have gotten married?What would she think of his double life?

What would she think of what he had done?

"I'm so sorry," he said with a whisper as he looked over the edge of the bridge tower, down towards the water. He was sitting right on the spot where he had cradled her broken body. As the wind blew over and through him, he caught a whiff of her scent, as if she was beside him. And as he closed his eyes, she appeared to him. She just stood there, smiling a happy smile.

"Gwen..." he muttered.

"Hey Pete," she said as her smile grew even wider, "feeling a little down?"

"Gwen..." he repeated as her smile grew again. To wide this time. And it didn't stop growing. He watched in horror as her face began to split in half, like a window pane. The crack kept growing until she finally shattered into a thousand pieces.

"I thought you loved me..." echoed in his mind as he snapped his eye open. _Or is it eyes?_ He thought as he looked at his new limb, which the symbiote had given him. Part of him knew the symbiote was evil, that it had made him nearly kill an Avenger. But another part of him knew that he might never regain his full physical ability without it. He peeled the symbiote away from his face, simultaneously limiting his vision to the right side of his face. He blinked as tears began to form. _Why did this all have to happen to me? _He thought as he gazed out over the water, breathing in the fresh pre-dawn air. He sat on the spot, enjoying the peace, even as he heard the sound of a body flying towards him. Before he even saw the body, he knew who it was.

"Are you here to arrest me, Captain Marvel?" he said as she came to a stop right in front of him, hovering on the spot in midair. "Because I won't resist."

"You attacked Captain America," she said clearly as her eyes trailed down his replaced limb, "didn't you?"

"I did," he admitted. _And a small part of me enjoyed it_, he thought to himself, ashamed, "How-"

"He's been taken to proper medical care," she cut in as she continued to hover. Peter watched as the wind blew through her short hair, making it billow. He would never tell her, but he had preferred it when her hair was longer, when it would cascade down her shoulders. "But he insisted on your innocence."

"I'm not innocent," Peter replied as he gazed into her eyes. "You saw what I did, I assume?"

"I saw the aftermath of what happened," she replied stiffly, "if that's what you mean. I just want to know why it happened. And I want to know _why_" she continued as she put her finger to his chest. "You'd even think about wearing that _thing_."

"Because it gave me back to myself," Peter replied as he brushed her off. "The one constant thing that I've always had. The thing that has gotten me through my darkest hours. The thing that made me worthwhile."

"You think you aren't worthwhile?" Carol said, with a hint of a challenge in her voice. "Your model ex-girlfriend went to your abandoned apartment because she 'heard a rumour' that you might be endangering yourself." She said as something beeped. He watched her pull a small card out of her pocket, allowing for a miniaturized soldier to pop up.

"Captain!" the hologram said as it snapped to a salute, "new orders from Iron Man. Bring him back to Stark Tower on the double!"_ There's no point in resisting,_ he thought as he got to his feet. He sighed as he willed the symbiote off of him, finding no resistance from the organism. Apparently it had no more use for him, as his feelings of anger where gone, replaced by sorrow.

"Take me," he said softly as he stretched out his arm for her to take. "I deserve it."

"No," she replied as she wrapped her arm around his waist. "You didn't deserve this," she said as she lifted him into the air. She carried him over the bridge and into the city. They flew past open windows and balcony's. Glancing up ahead, Peter could see Stark Tower come into view. Seconds later, his feet touched the cold concrete that formed the helicopter pad. In addition to himself and Carol, three other bodies stood on the pad.

Captain America was barely kept on his feet by the combination of a crutch and Hawkeye's shoulder, and Tony Stark wore a business suit, as he cradled a silver briefcase in his arm. Peter cast his eys downward as they approached.

"Felons get jail time for less," Stark said stiffly as he forced Peter to come to a stop. "You know that right?"

"That's why I'm here," Peter replied, "bec-"

"Because we need to make sure you weren't injured," Captain America coughed as he released Hawkeye's shoulder. "From when the sinister six attacked the two of us a few hours ago."

"I...what...no I-" Peter began to blurt, "I attacked you and-"

"We'll cuff you," Tony smiled as the dawn's light enveloped the group, "or have Captain Marvel cuff you. I'm sure you'd enjoy that. But first," he said as he opened the briefcase and presented it's contents to Peter, "you need two arms to be cuffed."

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Carlie Cooper woke with a start. She cast her eyes around the bedroom. "Where am I?" she muttered as she got to her feet. She stumbled her way into the bathroom and flicked the light on. A smile formed across her face.

"_I'm back."_

_**A/N: So, what do you think is in the briefcase? **_


	9. Rebuilding

He stared at his reflection in the glass-like metal, utterly astounded at it's properties. It felt like a natural extension of his own body, but not quite at the level of flesh and bone. It flinched with a twitch of muscle, responding to his every command.

"What you are looking at," Tony Stark said with a smug grin over his face. "Are two million nanobots that form the complex machinery. My father was the one who theorized that human anatomy was to difficult to fully reproduce with run-of-the-mill technology," Tony continued as he walked around the workbench that occupied the centre of the room.

"Why-" Peter began as he flexed his mechanical fingers inwards and outwards.

"Well two reasons," Tony smirked as he came to Peter's side. "One, I need a guinea pig. Two...there's a lot of history I'd like to bury between the two of us. Hopefully this is a good place to start."

"Tony," Peter said as he tore his eye from the mechanical limb for the first time since receiving it. "I'm...I'm at a loss for words..."

"Then you'll be speechless when I tell you the next part," Tony smirked as he picked up a remote from the table. "Arms and legs aren't the only prosthetic body parts I'm into," he continued as he pressed a button, allowing for a small projector pad to pop up, along with yet another holographic avatar. Unlike Carol's, however, this one was male and wore a business suit.

"Howard," Tony said to the avatar, "pull up project XXVII."

"Yes, Mr Stark," the avatar replied curtly before winking out of existence.

"What i-" Peter began.

"I incorporated a little bit of alien tech on this one," Tony said as a three dimensional model of an eyeball appeared. Or at least, what looked like a mechanical eyeball, Peter knew it would never pass for a real one. Beside it was what looked like a miniature circuit-board. "It's a prototype eyeball that can actually transmit electronic signals into the brain."

"I..." Peter muttered "what?"

"Exactly," Tony cut in as he pointed at the circuit-board. "The optic sends out a powerful short-wave signal with a range of about a foot. It transmits the signal into the chip, which is placed in the patient's frontal lobe. The chip is then able to mimic the signals that an eye would normally send, with some differences. It'll also allow you to control the form the nanobots take. Should make disguising the million-dollar hardware a little easier."

"Like?" Peter asked tentatively.

"Better to wait until after the operation," Stark said with a sigh. "It's scheduled for tomorrow morning. But the possibilities are endless. You could turn your fingers into daggers, have a leopard-print design."

"Why?" Peter asked as he turned to face Stark head on. He continued to flex and rotate his new hand. He curled his fingers inwards, rather roughly as he continued to speak. "What operation?" he asked as the doors slid open, revealing Edwin Jarvis, holding another, smaller briefcase.

"Well the operation to install the microchip," Tony replied as Jarvis handed him the briefcase. "It'll take about an hour. It's completely safe. I've had Howard run a thousand simulations and they've all come back positive. So no need to worry. Thank you Jarvis."

"Your servant sir," Jarvis replied curtly as he gave a tiny bow. "Commander Hill is on line three, sir. Captain Rogers is doing his best to stall her, but she is a rather persistent woman."

"That's an understatement," Tony replied under his breath. "I'd better go quell this fire before it gets out of hand. Jarvis, show our guest to the armoury. I will be down in a few minutes. Or as soon as I can be, at least."

"Very well sir," Jarvis said as he gave a second bow, this one aimed at Peter. "If you will follow me, sir." Jarvis said as he came out of the bow and turned, indicating that Peter follow him. Peter did, out of the room and down the twisting halls. They passed by a series of rooms, several of which where occupied. Including one which had Captain America speaking over a video-call.

"...did not catch any sight of..." Hill said as she scowled.

"I have given my statement," Captain America replied fiercely, "and without any video footage, you have no proof that anything different happened." Peter cringed, knowing exactly what they where talking about. _Me,_ he thought as he walked out of earshot and into the elevator.

"Might I take this moment sir," Jarvis said as the two of them began to descend, "to tell you how happy I am that you have returned? The team lost something special when you left. Something that they have gained back."

"I'm not back," Peter replied softly, "Spider-man is gone forever."

"If you recall sir," Jarvis smirked as he pressed a button, "The Avengers have been disbanded on numerous occasions. And each time, the disbanding was said to be permanent. And yet, something came up that forced the team back together. Maybe it was with new members, maybe there was more than one team at the time. But they always have come together," the man finished as the doors slid open, revealing rows of armour. "Maybe Spider-man will come back, just not in the same form as before." Peter's jaw dropped as he exited the elevator and stepped into the armoury. Every single one of the armoured avenger's suits was present. Even some Peter guessed where in production, due to missing parts.

"Why did-" Peter began to say as a new set of doors opened, revealing a somewhat familiar set of armour. Only this version was thicker, more heavily armoured than it used to be. The skin of the armour closely resembled that of leaflet armour, as opposed to the more plate-like appearance of the other armours. "is that...?" Peter asked as he gazed into the gold eyes of the armour.

"The Iron Spider," Tony said as he stepped into the room. "Mark 3. I took the liberty of upgrading the defensive qualities of the suit. It's a little more bulky than before, but much more durable. It also has a personal electromagnetic shield, repulsor cannons, and it's own built-in Arc reactor. The glide function has been upgraded into full flight, but I kept the wings. For stealth purposes. Top speed of mach three."

"Why? Peter asked as he looked towards Tony, "why rebuild this thing?"

"You'll need it," Tony remarked, somewhat solemnly. "I'm putting together a secondary team of mighty Avengers. Their focus will mainly be as a rapid response team that stays on earth. All to often we're away fighting some giant threat, and allowing more street-focused threats to run wild." _I don't deserve to be on any team,_ he thought as he looked around, _or do I just need a second chance?_

"Who's on the team?" he quipped.

"Well," Tony said as he ran his hand through his black hair. "There's only two of you at the moment. We're looking into several prospects to form teams of two. Easily deploy-able, and with similar capabilities when it comes to travel. We also consider sk-"

"Answer me," Peter cut in as he continued to marvel over the suit.

"Captain Marvel," Tony replied as he walked over to be at Peter's side. "All in the interests of gender equality, we've decided on a male/female combination. Of course I don't think that part really matters to you, eh?" he continued as he gave Peter a playful tap across the back with his open palm."And to answer your other question," Tony said, "we're considering an up-and-coming AI robot. Calls himself...itself TechnoBorg. He showed up on S.H.I.E.L.D's radar two months ago. He also helped me develop our own AI system. Which reminds me..." he said as he snapped his fingers, signalling for Jarvis to come forward again, holding the small briefcase out.

"What's in-" Peter began as Tony opened the briefcase, revealing an Avengers ID card.

"Standard issue," Tony replied as he handed the card to Peter. `"So we know where you are at all times. And so we can contact you. It also holds your other partner," he continued as he pressed a button. A shape began to take form on the small card. The shape turned into that of a human male, albeit without any distinguishable anatomy or clothing.

"Artificial Intelligence _XX-BVHK _activated," the hologram said as it got to his 'feet.'

"He'll take up a name eventually," Tony said as he handed the card to Peter. "Maybe even change shape. The male human is the default setting. Steve's turned into a nineteen-forties military radio. Thor's turned into a talking tree."

"Tony..." Peter mumbled as he studied the small object in his hand. "I...I don't know what to say. Are you sure I should...that people would accept.."

"They accept Logan," Tony replied with a slight shrug, "Don't they? And quite a few others with less that reputable track records. So you'll be fine, just give it a while. Now you'd better rest up," Tony said as he led Peter towards the door. "the operation starts at six am, and as I understand it, you've been going since yesterday morning. I've had quarters prepared for you upstairs." He finished as the two of them reached the elevator doors.

"Tony," Peter said as the elevator doors slid closed behind them, "thank you."

"It's us who should be thanking you," Tony replied as they ascended in the elevator. "There's a lot of ground that needs to be made up. Let's just stop looking into the past, deal?"

"Deal," Peter replied as the doors slid open, revealing a long hallway. Unlike the main floor that the Avengers occupied, this one seemed more homely. Simple, but lavish paintings adorned the walls, which where painted seafoam green. He stopped at one of the doors, which had his name on the door. Entering, he took note of the simple bed, which had been made up. Alongside the other wall was a computer that was built into the wall itself. Beside the computer was a phone, which he picked up after closing the door. Sitting down on the bed, he dialled a number, one that was on the forefront of his mind.

"Hello? Who is this?" The voice of John Jameson Sr answered from the other end of the line.

"Hello John," Peter said calmly.

"Peter? Is that you?" His step-uncle's voice replied, "you haven't called in so-"

"Yes," Peter said as he tapped his new fingers across his kneecap. "Is my Aunt there? Is she home?" he asked patiently.

"I...yes," John replied as a small amount of white noise cackled across the line, "May, dear! Phone!"

"Hello?" Aunt May's voice said as she picked up the phone, "who is-"

"Just calling to check up on you," Peter cut in, as a small smile etched across his face. "See how things are in Boston." He did his best to imagine his Aunt's reaction. He hadn't called her once in the past two months, due to a combination of his not always having electricity and less-than stellar attitude.

"Peter..." His Aunt cooed. By the tone of her voice, he could tell that she was extremely happy that he had called. "You...you sound..."

"Better," he replied, "much better."

"Where are you?" Aunt May pleaded, "Mary-Jane called early this morning and was-"

"I'm with some friends," he answered with a sigh, hoping she would take the hint. "Look, I can't talk for long," he said as he got to his feet. "But I'll see if I can get to Boston in a week or two. How does that sound?" He smiled as he curled his new fingers inwards.

"That... that sounds lovely, Peter," Aunt May replied before hanging up the phone.

_**A/N: Well, what do you think of Tony re-building the Iron Spider suit for Peter? And what form do you think Peter's AI will take? Concrit reviews are appreciated.**_


	10. Dreaming

He opened his eyes. Both of them. For the first time in two and a half months he was able to see out of the left side. It was an amazing feeling. But still, something wasn't quite right. The left side was slightly pixilated, and everything in motioned was outlined.

"Did it work?" Tony Stark asked as he approached Peter's side. Peter glanced over, and a tiny bubble appeared beside the armoured avenger, showing Peter Iron Man's name, and several other pieces of information, such as his age and several doctorates.

"Yeah," Peter replied as he swung his legs around, so that he was sitting, rather than lying down. He took the time to examine the rest of his enhanced vision. On the bottom corner of his vision was the room temperature, elevation and his heart rate. "It's weird though."

"Define weird," Tony replied as he pulled out a notebook.

"It's...pixilated," Peter said as he got to his feet. "Everything that I look at is outlined and processed. I can-"

"It's because you're linked up to the same satellite system that the ID cards are," Tony replied with a smile as he put the note book back in his pocket. "Last-minute feature I added in," the billionaire continued proudly, "hope you don't mind."

"I think it's just a little much to process at the moment," Peter replied as he made his way to the nearest mirrored surface possible, which was in the hallway outside the infirmary. As he walked, everything was analyzed and labelled as he looked at it. "How long was I sedated?"

"Better part of seven hours," Tony replied as Peter reached the mirror. He gazed at himself, forcing the analyzing process to work over his own body. The first thing he gawked at was his eye, which looked no different than a glass eye, except that it moved, and had a blue tint to it, instead of a brown tint. Gingerly, he reached up with his natural fingers, gently touching the cool metal orb as it rotated.

"Tony," Peter said as he turned to face the armoured Avenger. "If there's anything I can do to-"

"We're still not even," Tony cut in with honesty and a shrug. "Nowhere near even," he continued as he ran his hand through his matted hair. "But enough of that," he said as he pulled Peter away from the mirror and towards the conference room. As soon as he crossed the threshold, he was bombarded by a small applause. Inside the room, five bodies stood, each smiling as they brought their hands together. From left to right stood Captain America, Wasp, Ben Grimm, Spider-woman and Thor. Despite the turnout, Peter found himself somewhat disappointed at the turnout, thinking that something was missing.

"Cool hand, bug," Ben smirked as he slapped Peter across the shoulders, "gonna make me jealous."

"Thanks," Peter replied as he did his best to fake a smile, all the while being bombarded with information about everyone in the room. He would need to figure out a way to turn the stream of information off. It made it harder for him to think, and to concentrate.

"You don't get X-ray vision with that," Jessica Drew half-giggled as she sauntered her way over to the opposite door "Do you? Cause I wanna know if I should start wearing lead-lined clothing."

"Funny," Peter shot back playfully.

"I thought so," Jessica replied before sticking her head out of the door and into the hall. "Danvers, get your military ass off that weight bench and in here now!" She shouted before bringing her head back inside, "she just needs a little convincing."

"Why didn't you shout like that last night?" Tony smiled gleefully as Peter caught a whiff of his breath. The man was slightly inebriated, based on the stench of his breath. "Jess?"

"You do remember that I'm a trained spy and assassin, right?" Jessica replied wryly as she folded her arms across her t-shirt adorned chest. "That I can think of seven ways to kill you right now?"

"Party pooper," Tony shot back playfully as Carol Danvers entered the room. _Major Carol Danvers, United States Air force. Retired. Age: 31. Current Status: Registered Avenger._ _Designation: Captain Marvel. Species: ? _Words flashed across his vision, forcing him to shake his head, in a vain attempt to will the images away. "You game Danvers?"

"I could cook you inside your suit," Carol snapped back as she crossed her arms across her chest. Peter took note of the fact that her body was glistening with sweat, from her hair to her thighs. "You know that, right? And nice eyeball, bug."

"Thanks," Peter replied as he ran his true hand through his hair, somewhat nervous. For some reason, he felt his heartbeat pick up as his eyes passed over the blonde heroine. "It's the latest fashion statement."

"Right," Carol replied wryly, "don't you have a new outfit to go try on?"

"Right," Tony said as he clasped his hand around Peter's shoulder and led him out of the room. They descended the stairs, and entered the armoury together. Displayed in the very centre of the room was the newly modified Iron Spider outfit. The light reflected beautifully off of the shining metal as Peter approached it. Peter also noticed the removal of one particular feature from the suit.

"You removed the Waldoes?" he asked as he circled the armour.

"I figured they might be a bit upsetting," Tony replied with a shrug, "given what they look like and all."

"You've got that right," Peter replied as he completed his inspection. "How do I get it on?"

"It's tuned towards your bio-signature," Tony replied as he grabbed a handheld data-pad. "I just need too turn it on and..." Peter's Spider-sense blared slightly as a glove flew towards him, but he was unable to move out of the way, allowing for the glove to attach itself to his hand, followed by a boot. Then the chest-plate and left leg. Followed by the rest of the armour. To him, it felt weird. His body seemed to be to heavy, yet it was completely natural.

"How much can the suit lift?" He asked as he examined his gloved hand, watching the interlocking metal plates contract around one another as his digits moved, completely mesmerized.

"Unknown," Tony replied with a shrug as he held the datapad up. "Usually, they'll increase the wearer's natural strength by one-thousand percent. But in your case...it could do nothing, or you could wind up able to juggle a skyscraper," he continued as the datapad beeped, "configuration complete. No bugs. No chinks. Let's go for a walk."

_**xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx**_

"You know that was a real bitch move," Jessica scowled as soon as the two of them where alone in the conference room. The two heroes stared at one another in silence with folded arms as the tension built up in the room.

"I didn't do anything wrong," Carol replied with half a snap.

"Bullshit," Jessica snapped as she unfolded her arms. "Cap told you we where all getting together. To see the new Parker. He told you where and he told you when. It's almost like you didn't want to show up."

"I did show up," Carol shot back intently.

"After I called you," the raven-haired Avenger said as she re-folded her arms. "I'd think you'd be the first one to congratulate him. I know I would, if he'd done that for me."

"Done what?" Carol snapped, "break my arm? Abandon the team? Assault Cap?"

"How about blowing his goddam arm off?" Jessica said firmly.

"I've got no idea-" Carol began.

"Really?" the dark-haired avenger snorted bitterly. "I looked over the footage the other day. I counted at least three times where he could have had you obliterated. And each and every time, he missed by an inch. Now tell me, how can a man miss something from twenty feet away when he regularly hits lamp-posts with webbing that's less than a millimetre in diameter?"

"It was an intense fight," Carol growled as she took a step forward. "You weren't there. You didn't see it for yourself. Octavious had me, Cap and Tony on the ground and-"

"And as soon as all other options where out of the question," Jessica continued bravely, "he took over and did something most military wouldn't." She inhaled deeply before continuing, "I think that if it had been Cap that was trapped, he wouldn't have done anything. We'd be mourning the death of a friend and Parker would be rotting in a jail cell. So I think maybe you could show a little more gratitude towards your new partner."

"Are you done?" Carol replied coldly. _I don't need someone to be my conscience, I know what I'm doing,_ she thought as she walked out of the room. She re-entered the weight room and resumed her workout, pressing the fifty-ton bar up and down over her head. _Forty-five,_ she thought, resuming her vigorous workout,_ forty-six. _Hard workouts like the one she was in the middle of calmed her down, emptied her of emotion.

Emotion was never something Carol Danvers had been able to comprehend fully. Sure, she knew who she liked and who she didn't like. But anything beyond that began to confuse her, mainly do to her cold upbringing. _Forty-seven,_ she thought as she brought the bar down again. Her father had never been the warm type, always wanting his perfect son to be the best, and yet ignore his daughter. That's what had driven her to the air force in the first place, an attempt to gain her father's attention. That plan never panned out, and she had moved on, never seeing him since her brother's funeral. She wasn't sure he was even still alive. _Forty-eight._

_Forty-nine,_ she mentally grunted as she brought the bar down again. _Bastard couldn't be bothered to show for that purple heart ceremony. Why should I care what he's up to an_- Her train of thought was interrupted by the metal pins holding the weights in place breaking, sending the weights teetering to the side.

"Dammit!" she shouted as she tossed the metal aside, denting the floor as she did so. Her chest heaved as she paced the length of the room. Her workout had been interrupted, and now her mind was once more swimming with thoughts, dreams and desires. And looking at her watch, she realized that it was late, that she should be turning in for the night. She floated down the halls and towards her sleeping quarters.

She was proud of how crisp and clean she kept the small space that was hers. She barely disturbed a hair as she slipped underneath the covers, closing her eyes.

Only for them to open again quickly, in the mind's eye.

She found herself with her arms above her head, pressing against metal as a bright light surrounded her. She inhaled deeply as sh felt the metal become heavier. And heavier. And heavier. A small drop of sweat fell down her cheek and onto her completely naked body. She shook her head as the weight continued to increase, not understanding the position she was in. And becoming somewhat afraid as the light disappeared, forming into shapes. Into people.

"Come one, come all!" a woman's voice shouted above the crowd. "Bring the kids! Come see the one and only Carol Danvers!" The chatter of the crowd grew as the crowd grew itself. Soon she was surrounded by hundreds of people. All of them watching her nude form as she started to struggle against the weight. "Watch as the mighty Avenger is brought to her knees! How long will it take? Place your bets now!"

"Get me out of here!" Carol roared as the weight above her head forced her to one knee. And still it increased at an exponential rate. She strained her muscles as she attempted to push back as hard as possible, but to no avail. For every millimetre she gained, she lost twice as many inches. And still, the people in the crowd watched on, gawking at her, as if she was a animal on parade. Sweat dripped down her face, perfectly reflecting the lense flash from a nearby photographer's camera.

"And she's going..." the woman's voice shouted over the crowd as Carol felt her arms drop even lower, so that her head was against the metal. "Going..." the woman continued as Carol sank lower. "Gone!" was the last thing she heard.

**_A/N: So, any guesses as to what Carol's dream was about?_**


	11. New wings

"You look like absolute crap," Peter said as Carol entered the room, doing his best to ignore the stream of data he was being presented with. _Major Carol Danvers. Former air force pilot. Female. Current status: Registered Avenger. Female. Species: ?_ The human side of him noticed her slightly matted hair and the tiny bags under her eyes.

"I'm fine," she muttered with a snap as she reached the table, which was in the centre of the briefing room. "Stark wants us out in Philadelphia. There's been a series of incidents he wants us to investigate."

"What kind of incidents?" he asked with a half-shrug.

"Sightings and assaults," Carol replied as she stifled a yawn and placed her hands on the table. "Something's been going after local crime families. Stark wants us to take a look. Should be nice and easy, to break you back into the sw...cycle of things." She finished, barely covering up her near mention of the word 'swing.' Something that was not lost on him.

"What other information is there?" he asked as he rolled his mechanical-side shoulder. "Just random sightings?"

"The attacker has either pitch black skin, or high-tech camouflage fabric," Carol yawned as she brushed a lock of hair out of her face. He watched as her fingers clenched against the hardwood table, showing obvious signs of distress. "The pattern shows us a clear target. We just don't know who yet."

"That sounds like it might be useful information," Peter half quipped as he patted her shoulder. "We taking a quinjet?"

"To slow," Carol replied as she stood strait and turned to face him. "And not good for stealth purposes. And besides, you've gotta learn how to pilot that thing somehow," She finished as she sauntered past him. "Meet me on the heli-pad in five." He gave her a quick nod before departing for the armoury below. He pounded down the stairs and around a corner. With a wave of his hand, he opened the doors, once more revealing the immobile tin army.

On a pedestal on the right side of the room was his new suit of armour. He sighed as he ran his hand over the chest-plate, both relishing in the honour and knowing what it had cost him. He slid his hand over to the control panel and pressed the access button. Several arms popped out of the ground and latched themselves onto large sections of the armour. He sighed as the arms moved the sections of armour towards his body. In a sequence, the pieces interlocked over his body. First his legs. Then his back. Then his torso and arms. And last, but not least, his head. For the briefest of seconds, all was black in the world.

But then his vision was flooded with light. Displays sat in the corner of the heads-up display, giving him a wealth of information as he curled his fingers, ensuring the suit's response. He then took a ginger step forward. Then another. Then another. Each step took him closer to the small opening in the wall that led to the outside.

"A.I, you in there?" Peter asked as he reached the outside access. The other day, Tony had been sure to allow an A.I to access his armour, so as to assist him in mid-flight. And considering this was his first flight, he welcomed all the help he could get.

"_I am, sir," _The AI, who had yet to assume a name said in a monotone voice. _"Pre-flight diagnostics complete. Powering up repulsor thrusters in three...two...one..."_ Peter felt his body jolt as he was lifted a foot into the air by the powerful energy that emanated from his boots and gloves. Dust blew around the room as he leaned forward slightly, hoping that his body would do the same. And it did, edging him towards the opening in the wall. Eventually, he hovered out over the side of the building.

"Here goes nothing," Peter muttered to himself, "increase thrust by ten percent."

"_Yes sir," _his AI replied, and Peter felt his body shoot upwards. He raced along the side of Stark tower, past an assortment of windows. He managed to catch brief glimpses of the people inside. Some in the midst of changing. Some conversing with one another. And some simply going about day-to-day activities as he passed them by. Eventually, the landing pad came into view, with a familiar red, blue and yellow clad woman stood.

"Set us down," Peter commanded as he relaxed his muscles. He felt the armour shake slightly as his boots impacted the hard concrete, with a little bit more force than he wanted. It would have hurt, if not for the reinforcing metal surrounding his legs. "...that could have been better," he muttered to himself.

"Bend your legs next time," Carol said as she pulled her headgear on. "It'll absorb the force better, and make it less likely to break something important. Now," She continued as she hovered into the air, "follow me," she finished as she shot forward.

"Start th-" Peter began, but his AI was faster, already propelling Peter upwards and after Carol. He managed to catch up with her in no time, but he also knew that she was going slow. Most likely for his sake, he guessed as he came up alongside her, enjoying the sight of her hair billowing in the wind as they flew.

_**Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx**_

Otto Octavious smiled as he willed his new body to move. He picked up the arc welder and flipped down the metal mask, that saved his body's female features from burning. Truth be told, he was enjoying this body more than he had expected. While he knew he'd be no match for Spider-man, or any superhero in a physical confrontation, it allowed him access to a police database. And that in on itself was extremely useful. He had been able to slip evidence out of the system, and twist it for his own purposes.

Money. Weapons. Technology. He had access to it all. He had even managed to steal the Green Goblin's old glider, the very first one he had ever used. Now, he was preparing his revenge in an abandoned section of a sewer tunnel. It had taken him nearly two months, but his construct was nearly complete. He smiled as his computer beeped, causing him to turn towards it.

_'Database search complete'_ it read across the screen. _'Tablet of life fragment found. South Africa. Wakanda.'_

_**A/N: So...what does Otto want with the Tablet of life? What is he planning? **_

_**Also, on another note, feel free to check out my Ultimate Marvel/Lord of the Rings crossover.**_


	12. Personal losses

He felt his entire body shake as he landed on the roof, next to Carol. In complete contrast to him, she bore a cocky smile. Despite the long flight, he noted that she seemed to be entirely relaxed and composed. While his bones felt jarred, and his feet somewhat unsteady, even when encased in a suit of armour.

"We should canvas the area," Carol said as she began to glow. Peter watched as her clothing changed at the atomic level, into street clothes. _Wish I could do that,_ he thought as she completed the process. "I'll go down there, ask a few questions. You...I guess should stay up here. People might ask questions about..."

"Why a second-rate Iron man knockoff is walking around with a supermodel?" he replied as he did his best to shrug in the armour. "Who's asking questions about a creature that attacks in the middle of the night? Yeah, people might have a few questions of their own."

"Most likely," Carol replied as she pulled a tiny earpiece from her pocket. "I'll be on channel three. You watch from the roof."

"Alright," he replied, "just be careful."

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Fifteen minutes later, Peter was grinding his teeth as he watched the horrible lack of tact before him. Carol was talking with a group of four men, all of whom seemed to be in varying levels of intoxication. And they barely looked her in the eye. Instead, they gazed longingly at her chest. Peter, on the other hand, had been brought up to always be respectful while conversing with someone, and it took a lot of will power for him to remain where he was.

"Well, that was a complete waste of time," Carol said as she came back to where he was. "All they told me was 'if you's scared, you can gimme a call any time baby.' All we can do now is go to our contact," she continued as she re-assumed her Captain Marvel uniform.

"You still haven't told me who-" Peter began to say, only to be cut off by a gloved hand.

"Corporal Eugene Thompson," Carol said as her helmet materialized over her features. "He's-"

"Wait," Peter said as he put a hand on her shoulder. "Flash Thompson? He's the one we're going to see?" A part of his mind reeled at the mention of his high-school tormentor's name. He was aware that Flash had joined the military several years ago, but Peter hadn't seen him in years.

"That's what I just said," Carol replied as she swept her hair out of her face. "Why? You know him or something?"

"We went to High school together," Peter replied with a half-smirk.

"Then maybe you should-" She began to say, before he cut her off.

"We had this wonderful morning routine where he would stuff me into a locker," Peter continued as he moved to the edge of the roof. "Shall we?" he said as he activated the thrust function, and hovered in the air. He watched as Carol tilted her head before following suit. She shot forward, forcing him to catch up. While flying to Philadelphia, he had learned a lot about how to operate his new suit of armour, including moderately advanced mid-air manoeuvres. Combined with his experience travelling in the city via web, he found that he was able to hold his own with the experienced air force pilot. In no time at all, he landed on yet another rooftop, this one being to an apartment building.

"I'll head on inside," Carol said with a smile, "and bring him up here. We'll interrogate him up here."

"And why are we going to interrogate him?" Peter asked with half a shrug, "I mean, if you want me to dangle him over the side of a building, I'm cool with that. But still, what does-"

"The corporal," Carol said firmly as she gritted her teeth slightly. "For some reason, allows himself to be bonded with that _thing_ for the military. And recently, he's been using it under the branch of the thunderbolts."

"What thing?" Peter asked, regretting the words as soon as they left his mouth. A brief image of Venom consuming Carol's entire body filled his mind, and he understood her disdain for it. He knew that it exceeded his own, in certain areas. "Never mind," he said quickly, hoping to avoid confrontation. It seemed like the wisest move to him, considering he knew she could match the likes of Thor in an arm wrestle.

"I'll be back," she said coldly, losing her warm demeanour as she turned and headed for the door. She shut it behind herself, leaving him alone with his thoughts. _Stupid Parker,_ he thought as he kicked a rock that was at his feet. _She probably still hasn't forgiven me for...oh who the hell am I kidding? I'll never forgive myself, so why should she?_ He continued to think as he stared off into the sky,_ why would she forgive me? It's not like I deserve it. Fuck, I don't even deserve her as a partner! _He kicked the stone again, sending it over the edge of the roof as the door opened. He turned to see Carol carrying Flash Thompson. But that wasn't the most surprising thing. The most surprising thing was the fact that his former bully was confined to a wheelchair, missing both his legs. And shooting his mouth off, just as Peter remembered.

"I don't know anything, _Mam,"_ Flash said defiantly as Carol put him down.

"You do understand that I outrank you," Carol snapped as she circled around him, "right?"

"You would if I was still in the army," Flash spat as he tried to wheel himself back inside. "They hung me out to dry. So I left. Joined the Thunderbolts. And as far as using the suit, _Major_? Well, it gave me back my legs. And no, I'm still not telling you anything about Mania." Peter knew these words where true, understanding some of Flash's resentment. He also realized that there was only one way to get through to him. And that would come at a cost.

"I am ord-" Carol began.

"Captain Marvel," Peter half-barked, earning her full attention. "Let me try and talk to him." He watched as she gave him a strange look, before backing off. This allowed Peter enough room to approach Flash, who still bore a spiteful look.

"And who the hell are you supposed to be?" Flash spat, "some cheap Spider-man knockoff who-" Peter ignored him, instead focusing on removing his helmet. He unclasped the manual release, allowing the helmet to come free, exposing his face to the world. And stunning his former tormentor in the process.

"I honestly have no idea what she wants from you," Peter said firmly, but with a friendly undertone. "But I do get that you're bitter. And you've got a lot of right to be bitter," he continued as he pulled his prosthetic eye out of it's socket. Although he had removed the eye, it was still transmitting information to him.

"Parker...?" Flash muttered in disbelief.

"Yeah," Peter shrugged.

"When did-" Flash began.

"Few months ago," Peter cut in, hoping that Flash would be able to connect the dots. "Incident at a factory. Lost my left arm as well."

"Holy shit..." Flash replied as his hand moved to his mouth. "So-"

"That's not important right now," Peter cut in, "We need questions answered." He watched as Flash's jaw tightened momentarily, before he spoke.

"I'll contact her," he said in a somewhat defeated tone. "She trusts me. We meet...up here. Tonight," he finished with a defeated sigh. Peter could tell that Flash was conflicted about his decision, so he did his best to comfort him.

"We aren't going to hurt her," he said as he put a hand on Flash's shoulder, "we just can't have someone running around with powers unchecked."

"I know," Flash said as he pushed himself back, towards the door. "I can get down," he said as he reached it. Peter watched the broken man leave, understanding his pain as he did so. He knew he could trust Flash to keep his secret a secret, so that didn't bother him.

"I never said we weren't going to hurt her," Carol said as she crossed her arms across her chest. "Mania could be as much of a sociopath as that Venom thing. Why someone would wear it willingly..."

"It can feel really good," Peter huffed as he stared out into the already darkening sky. "It gives you what you want, if you accept it. It warps your mind against you, making you do things you'd never do otherwise. And besides, they aren't all bad. Anti-Venom does his best to help."

"And then there's the serial killer one," Carol cut in sharply. "Red skinned one, Damage, or whatever his name is."

"His host was already a serial killer," Peter offered in response. "Now he's just got superpowers," he paused, internally debating the best way to end the conversation quickly and peacefully. Or to turn the subject towards something else, that wouldn't offend her. Which was not an easy task, but eventually, he came to a decision. "what happened up there?" he asked as he pointed into space.

"What?" she asked, with a somewhat perplexed expression.

"With the builders incident," he asked. "I was here on earth. And I've got little recollection of those events. All I can remember is hearing a report that you'd been caught. How'd you escape?"

"Binary came back," Carol replied as she walked over to the edge of the roof.

"Who?" he asked as he stepped to her side.

"Binary," Carol repeated with a shrug. "My old alias that I used once upon a time. After I lost my memories for the first time, I somehow gained the ability to tap into the energy of a white hole. I essentially became a god. I could travel at the speed of light. I could move planets with my hands. I had the energy of a sun stored within my body..."

"Sounds hot," he quipped.

"...eventually I lost those powers, though," Carol continued, as her expression turned sour. "And I came back to earth. That's when my drinking problem started. I went from being one of thee most powerful beings in the universe to, well...me."

"And that's somehow depressing?" Peter asked as he turned his head, so that he could face her better. "Yeah, sure, loosing god powers is a real bummer. But going back to being you? That's pretty good. You could definitely have been a lot worse off."

"Yeah?" she snapped as she spun and faced him. "How?"

"Well," he said calmly, as he did his best to ignore the readings his prosthetic eye was giving off. "You're still one of the strongest Avengers. Definitely the most powerful female on the team," he continued as he placed a hand on her shoulder. "So you've still got some powers. Not to mention your health, and your looks-"

"My what?" Carol said accusingly.

"Your looks," he repeated, "you did take seventh on this years one-hundred sexiest women. And You're ranked at number two in best-looking female superhero. And I think the only reason She-Hulk 's ahead of you is those fetishists."

"So you're saying that I should be great-full?" Carol snapped, "for what? Losing my memories twice? Being raped by an inter-dimensional being? Or-"

"How about having both arms?" He cut in, stopping the words in her mouth. The two of them remained rooted on the spot. They didn't speak, they just stood, enjoying the silence and allowing the other's words to sink in.

_**A/N: What kind of personal modifications do you think Peter should make to the suit?**_

_**And do you think he should have/make a heavy-duty suit?**_


	13. A family reunited

"_Armour integrity is at seventy-five percent"_

"Yeah, thanks," Peter muttered as he saw the lithe symbiote charge him once more. He raised his fists in a blocking motion. For the first time since donning the armour, he was realizing how much his mobility was hampered. He could no longer bend backwards to evade an attack like he used to. Instead, he was forced to take the brunt of most blows head-on, whenever his Spider-sense couldn't give him enough warning too use his hampered mobility. The fight had been going on for half an hour, and Carol had been quickly incapacitated by the symbiote vigilante.

"_Seventy-four percent,"_

"I know!" Peter replied as he lashed out with his fist, landing a solid blow on the dark figure. "Look kid," he said to the downed symbiote, "just give up. We'll take you to New York, and ask you a few quest-" It hurt him to strike a teenager, but he knew it was necessary.

"You some kind of cop?" Mania snapped as she back-flipped to her feet. "I ain't going nowhere with the likes of you. Or your bitch partner," she said as she flicked her head to the side, where Carol was struggling to pull a portion of Symbiote from her face. For some reason, it had already adopted her super-strength. Now, it was doing it's best to force itself on her body.

"Try an Avenger," he replied with a snap as he lashed out with fist, only to miss.

"Oh," Mania smirked as she performed a back-flip, "so a top cop who doesn't give a damn about the little guy?"

"You have no Idea who I am," Peter said as he surveyed the area, looking for some way to gain an advantage. He didn't find anything useful. "Do you?" he finished.

"No," Mania snapped, "and I really don't care." She spun around and delivered a mighty kick, which Peter caught in the chestplate. He staggered backwards from the force of the blow, and watched a small chunk of metal fall from his armour.

"_Armour integrity at sixty-nine percent. Suggest a tactical retreat."_

"No thanks," Peter quipped as he ducked under a follow-up strike. He sighed internally as he knew the only way to win this fight was to do something he had hoped to avoid. He activated the repulsors, charging them as he brought his arms to bear. He fired, and hit Mania square in the chest, sending her flying several feet in the air, before she crashed down on the hard rooftop. "I'm really sorry about that," Peter said as he reduced the power output of the repulsor, and turned to face Carol, who was still struggling, doing her best to pry the symbiote away from her face. "Hold still," he said as he aimed, before firing. A single blast was all that was needed to eliminate the black substance.

"Thanks," Carol said as she pushed herself to her feet. "What the hell-?"

"I got a little bit banged up," he smiled as he motioned towards the unconscious girl. "I'll have to work on that dodging bit."

"I'll say," his partner replied as she scooped the vigilante up in her arms. "You good to fly back to New York? Or should I send for a pickup jet?"

"I've gotta get to Boston," he said with an inclination of his head. "I've put that off for too long. But I don't know if I'll be able to get back to the mansion in the condition-" He stuttered as she smiled warmly at him. For some reason, a single glance had been enough to disarm him.

"Alright," Carol replied as she slung the unconscious vigilante over her shoulder. "I'll send a pickup truck for you when I get back," she continued as she moved to the edge of the building. "Have fun," she said before taking off into the skies. He stood on the spot, and watched her fly into the sky, only tearing his eyes away once he could no longer see her.

"Armour status?" he asked the on-board artificial intelligence, who appeared on his heads-up display as a wave of sound.

"Armour integrity at sixty-nine percent. Thrust functions fully operational," the AI said in a monotone voice. "Flight is an option. Recommended top speed: One hundred miles per hour. Faster speeds will degrade armour integrity."

"Good," Peter said, "prep a suggested flight plan to Boston, please."

"Calculating," the A.I replied as it's image grew brighter. "Completed. Estimated travel time: Three hours and forty three-minutes."

"Then let's go," Peter said. Seconds later, he felt himself being lifted off the ground and into the air. He hung there for a few seconds, before shooting forward faster than a car on a yellow light. Buildings shot past as he continued to accelerate.

XXXXXX

"So how did your second date go?" Jessica asked with a smirk as she jabbed her elbow into Carol's arm. It was six o'clock in the morning, and Carol was not impressed. "What base did you get to? First? Second?"

"Piss off," Carol snapped as she tried to push past her best friend to no avail whatsoever.

"Third!?" Jessica smirked playfully. "Hot damn, I never thought he'd be that much of a player," She continued as Carol came to a stop at the sight of a Humanoid Robot. The Robot turned around to face her, showing a completely metallic face. It's chest was covered with a red crest, in the shape of a 'T.'

"Who's that?" Carol asked with a whisper to Jessica, who opened her mouth to reply.

"I am Technoborg," The Robot replied as it stuck out a hand which Carol shook gingerly. "My master built me many years ago, but he abandoned me. I am now an Avenger."

"He's the one who designed the A.I system," Jessica said in a matter-of-fact tone as she put a hand on the mechanical shoulder. "I know he's a robot and all, but he's super hot and I just wanna take him out for-" Carol simply walked away, she was too tired to keep up a conversation.

"I'm gonna turn in for a few hours," Carol said with a shrug as she approached her quarters which where at the end of the hallway. She walked through the doorframe, closed it, then flopped down on the bed. She closed her eyes and was immediately transported into the world of dreams.

It was the same one as before. She once more found herself on display, completely naked. Before her was a large crowd of people, all of them gawking at her. She saw as cameras flashed, forever capturing her humiliation as she felt a weight drop down on her head. Again,, she pushed up on it. And still, the weight grew exponentially. What was originally the weight of a child soon became that of a car.

"Step right up, folks!" an announcer proclaimed,, "watch the alluring Ms Marvel fight against the inevitable!" The voice continued as a photographer burst to the front of the line. He aimed his camera but not at her body like the others. He aimed it so it captured her face. But she couldn't pay him any attention as the weight was becoming to much for her body, and she collapsed.

XXXXX

He landed on the rooftop of a building, which he knew his Aunt lived in. The landing was a little harder than he wished, as he managed to kick up some gravel. He took a minute to recover, rolling his arm as he did so, as the flight had made it's muscles stiff.

"A.I" he said, causing his heads-up display to brightened as the computerized figure appeared. "Disengage armour, please," he said, and seconds later, he felt the plates pull away from his body,, allowing him to step out of the armour. He was wearing civilian clothes underneath so he had no need to change. _Guess that's one advantage,_ he thought as he remembered all those times that he had ruined his outfit, and been forced to make a run across the city, to his apartment. He smiled as he made his way to the rooftop access, and pulled the door open. As he entered the dark hallway, he did his best to will his mechanical arm to assume a more conservative shape. One that offered him considerable less mobility.

He sighed as he wound his way down the stairs and into a much finer hallway. This one was carpeted and lined with fine wood panelling. Purposefully dim lights hung from the ceiling casting a warm glow about the space, and giving him a soft shadow as he walked down the hall.

A clock that lined the wall informed him that it was seven o'clock in the morning so he knew his Aunt would already be awake. So he had no qualms as he reached the door to her apartment and lightly knocked on the door. On the other side he could already hear voices speaking to one another as they approached the other side of the door. And as it opened Peter was greeted by the somewhat surprised face of his Step-uncle. And just behind him, his Aunt. Both where already fully dressed, and looked pleased to see him.

"Peter my boy!" John Jameson exclaimed warmly as he stuck out his arm for Peter to shake which he did. "Come in come in!" He continued as Peter was ushered inside, only to be hugged by his Aunt.

"Oh Peter" his Aunt said as she broke the hug, and led him into the small apartment. "I didn't know you where coming! If I had we'd have made a proper breakfast! As it is we-"

"I'll go to the store May" John cut in warmly as he snaked his arm around Aunt Mays shoulders. "I'll be back in an hour. You two...you two sit and talk," he finished with a wink, before he grabbed his wallet and stepped out the door, closing it behind him. Now that, they where alone, Aunt May turned to him and faced him down hard, but warmly.

"Why now?" she asked forcefully, "you where acquitted three months ago. So why show up on the doorstep now?"

"I..." he began as he took a seat. "I was...ashamed," he said as he rubbed his forehead. "I was angry. I was depressed."

"And what's changed?" she asked as she lifted his chin up, so that he was forced to face her fully.

"I had my eyes...eye opened," he answered, "I did something that made me see things in a different light. Now I'm better and-"

"What's her name?" Aunt May smiled as she patted him on his good shoulder.

"What?" he replied, in slight shock at his Aunt's change of tone.

"The woman's silly," Aunt May smiled as she got to her feet. "Your Uncle had a saying. There's only one force in the world that can truly change a man. And that's a woman. So, what's her name, Peter?"

"I..." he stuttered, not believing he was in this position again.

"Is it that lovely woman who flew you here the last time?" she asked as she moved into the kitchen. "Do you want some tea? I've got some in the kettle here, if you want it." He shook his head as he continued to smile.

"There's no woman," he replied, with an unintentional shake in his voice. "I promise, Aunt May. And as for how I got here," he continued as Aunt May came back into the room, holding a cup of tea in her hands. "It was a gift from a rich friend."

"Oh," Aunt May smiled as she sat down. "_That_ rich friend?"

"Yeah," Peter replied as he willed his arm to life. "Same with this. It's not on the market yet. Same with this," he said as he pointed towards his eye. "Direct up-link to my brain. So I can actually see out of it." His Aunt smiled, and they shared a long, deep conversation that lasted several hours. Eventually, John came back, and they shared a meal that lasted another hour. But before, long, Peter received a text message on his phone, telling him his ride home had arrived.

_**A/N: If anyone's interested, go check out one of my other stories 'Ultimate Lord of the Rings'**_


	14. Sparring

He was crouched on one of the many sofas that lined the halls of the Avengers Mansion, pouring over the manual that Tony had given him about the operation of his prosthetic limb. For the last hour, he had been experimenting with changing the nanobots formation. So far, he had managed a cup, a claw-like appendage, and knife-like fingertips. _That'll make finding a pair of scissors a thing of the past,_ he smirked as he turned the page. A part of his mind wondered if there was any way he might be able to incorporate his web-shooters into the arm. That was something he would have to look into eventually, once he had mastered the basics.

And speaking of basics, he had also learned that his eye was able to locate wireless signal sources. This had been discovered by accident the other day, when he had asked Tony about the spots he was seeing. Now, they where almost as annoying to him as the readouts he got when he focused on an individual.

"You!" Carol snapped as she walked down the hall at a brisk pace and pointed at him. He looked back, once more doing his best to ignore the readout he was getting from her body. _Danvers, Carol. Status: Registered Avenger. Species:?_

"Me?" Peter replied as he rolled to his feet from the semi-crouched position he had been in. "What did I-" he began to say, but she cut him off deftly.

"You took a beating last week," she said briskly as she pulled at his shirt. "I've been ordered by Cap to give you some pointers in hand-to-hand combat. Now follow me," she finished as the two of them entered the workout room. He watched as she strapped on a pair of gloves, and he looked down at his prosthetic limb, unsure of how it would hold up. "I'll be gentle," she muttered as she tossed him a headset and gloves, which he donned before assuming a improvised fighting stance.

He leaned back, out of the way of a punch she threw his way. He automatically knew she was going extremely slow, for herself at least. Although in fairness, her strike was still at boxer-level. He shifted his feet as she swung her fist again, and he ducked underneath the strike. He came up, ready to tap he r on the side of the head, only to have and elbow driven into his ribcage.

"Sloppy," Carol muttered as she stepped back. "To obvious and strait-forward. Anybody with training is going to see that one coming. Be more unorthodox," she said as she lashed out her hand. He caught it and slipped her arm under his, ready to deliver a palm strike to her jaw. But Carol broke free of his grip with ease, and put him into a tight hold. "Use that brain of yours," she snapped as she pressed down on him, forcing Peter to think.

His thought trailed to his arm, which had a miniature arc reactor powering it. He knew that he might be able to discharge energy from it, but not whether or not the attack would be effective. _I don't have any other options,_ he thought as he prepared himself. He twisted his body so that his prosthetic palm was facing upwards_, _and fired.

The bolt of energy caught her in the face, near her eye, and forced her back. Not out of concussive force, but more likely from surprise and basic instinct. He also noted that the flash must have caught her pupils unprepared, as she seemed to be unable to focus her right eye. Something which he knew he could use to his advantage. He swung his leg in a wide arc that connected with the right side of her face. While the blow was jarring to him, he knew that it was a grazing blow at best for someone with thick skin. But he made an impression, at least. He got a sly smile from his sparring partner, which completely disarmed him, and opened him up for a strong blow to the midsection.

"Nice one," she smiled, as they resumed trading blows.

XXXXXXXXXXXX

Hours later, Carol was sitting alone in her room, staring into the open window, until a voice cut through her silence.

"Knock knock," Jessica Drew, Spider-woman, smiled from the doorway. "Mind if I join you?" she asked as a smirk escaped her unmasked face. Carol nodded, and the Spider-woman entered and saat beside her. "So how'd your date go?"

"What?" Carol said as she turned to face her best friend, letting the shock show on her face. "What date?" She asked, "you know as well as I do that I-"

"You _never_ ask anyone to be your personal punching bag," Jessica replied with a full-blown smirk as she pushed a lock of hair out of her face. "So that makes it extra strange when you start wailing on my Distaff counterpart. I-" She was cut off by an alarm blaring over the intercom.

"_Attention, all members. Active death threat made. All available members, please respond."_

"Oh hell," Jessica muttered as they both got to their feet and exited the room. "We're not done talking," she said as the two of them sped down the halls of the Avengers Mansion, towards the main tactical room, where everyone would be gathering. This was part of the job when it came to death threats against any member, no matter how big or small the villain or organization is. This idea had been conned after several incidents where individual heroes where forced to ward off waves of assassins single-handedly.

They two heroes turned a corner, coming across the three other heroes currently in the mansion itself. Captain America was looking at a news report and holding a remote. Meanwhile Tony Stark sat on one of the chairs, and behind him stood Peter, who had his head in his hand.

"Who-" Carol began to say, but was cut off by Steve turning up the volume on the television.

"_Half an hour ago the New York police station was ransacked by a crazed mob, claiming to be the students of Dr Carolyn Trainer. What is more, is they have left a clear impression of their next target who-" _Steve pressed the mute button, but that was not needed to know who the mob was after. All Carol needed to see was the burning scarecrow dressed in a spider-man suit. She turned to face Peter, who spoke.

"Trainer, haven't heard from her in a while," he muttered as he ran his hand through his hair.

"Who's she?" Tony asked as he opened up his tablet. "She's not listed as-"

"She's an old enemy," Peter replied briskly, cutting the wealthiest Avenger off in his tracks. "And if you don't have a complete database of every baddie in town, that's not my problem." He snapped before walking out of the room, leaving them all in a state of shock. But, being the smartest out of all of them, Tony recovered quickly, and Carol watched as he typed a command into the computer, which then displayed information on the television screen.

"Carolyn Trainer," Jessica read out loud, for all to hear. "Former ESU student. Was stripped from her doctorate after criminal charges where laid. Former student of Otto Octavious..." _That explains a lot,_ Carol thought as she cast a glance towards the doorway, which Peter had just left through.

"Protocol dictates that he's not allowed to go home," Tony said as he got to his feet, "but, seeing as he's one of this building's only permanent residents, this _is_ his home. He could be targeted here." The armoured Avenger finished as he walked around the table.

"Your place is to public," Steve said as he crossed his arms across his chest. "Anybody could find it on their smartphone if they wanted. Now, the Fantastic F-"

"Out of town," Jess cut in with a shrug, "or out of dimension. According to John Storm's twitter feed, anyway. So, they're not really an option. I guess he could crash at my place...but it's being renovated," She smiled as she turned to face Carol, who knew what her friend was about to say before it was said. "I guess that leaves you. Think you two love-birds can keep it PG...okay maybe PG-thirteen?"

XXXXXXXXXXXX

"You know," he said as she set him down on the patio, "you really didn't have to carry me. I could have walked here." He finished as he followed her into the meagre space. And to him, that's all it was. Meagre. There where no pictures on the walls. There where no personal effects lining the only shelf. It was as if she was still in the process of moving in. The place seemed almost devoid of life, except for the cat that brushed past his leg.

"Don't mind Chewie," Carol said as she walked into the bedroom, and semi-closed the door. "He likes you. As long as he doesn't try and gouge out your eye. Then he doesn't like you," her voice trailed through thee walls, as Peter noticed the fact that she had several of her uniforms in plain sight. Even when he had owned his own apartment, he had been sure to keep his hero paraphernalia hidden from plain sight.

"You just keep your uniforms out in the open?" he asked tentatively, not wanting to step over any boundaries. "Aren't you afraid someone might come in here and see them?"

"Technically," she said as she stepped out of her bedroom, having discarded her Captain Marvel uniform and replaced it with grey sweatpants and a black sweater. "I'm registered, so it's public knowledge that I live here. However..." she sighed as she scooped down and picked up her cat, "most of my fans aren't looking at my face."

"You're right," he smiled, knowing full well where most men's eyes where drawn when looking at her. After all, he was ashamed to admit he had fallen prey to those base desires. "They must be enthralled by your luscious hair," he said awkwardly, hoping to diffuse the tension.

He didn't. All he got was a hard stare that made him go weak at the knees.

"What do you want to eat?" she muttered as she set her cat down and moved towards the kitchen. "I've got some leftover turkey and..." He stopped listening, instead focusing on the black dot on her wall. He examined it more closely, finding that it had a wireless signal transmitting from it. And once he was an inch from it, he knew why.

"Carol," he said as he pulled the device from the wall. "Why is there a small spy camera in your living room?"

"What?" she half exclaimed as she re-entered the living room, and rushed to his side. "Oh my god..." she said as he handed it to her, "I never even...That thing's seen me in a towel...even when I'm-" She continued as she crushed it between her fingers. "I'll have a little chat with the landlord in the morning."

_**A/N: Well? Concrit reviews, please!**_


	15. Disaster date

**_A/N: 102 reviews! Whoo-Hoo!_**

It certainly had been an interesting hour, to say the least. He had been forced to tear Carol off of her landlord after they had discovered hidden cameras scattered about her apartment. Not the easiest of tasks when you considered the fact that she could arm-wrestle Thor. Nonetheless, he was successful in his endeavour, and found himself back in her apartment, as she paced the length of the room.

"Who in their right mind..." she muttered as she squeezed her fists together.

"Random pervert," Peter replied as he examined the remains of the camera that she had crushed. "Teenager looking for free porn that he can also sell," Peter continued as he gave a slight shrug. "Teenager who was dared to do it by his friends. Perverted Teenager...I'd say it was most likely a teenager."

"And what does that make me?" she snapped bitterly as she gave him a hard stare, stopping in her tracks as she did so. He gulped as she continued her tirade, "Huh, Parker? What does that make me? Material for Jacking off? One step above a porn star?" she tossed her hair back as she sighed deeply.

"I never said that," Peter replied calmly, knowing that she could very well throw him through the wall in her current state. "And you're way more beautiful than any Porn star could hope to be," he said as he continued to examine what remained of the camera.

"Oh please," she shot back bitterly. "Every time there's press conference, I'm the one the reporter oogles at. I'm the one that's supposedly 'picturesque,'" she huffed as she ran her hand through her hair, before siting down on an adjacent chair. "You know that new Ant-Man? Eric O'grady?" she asked him.

"I've heard about him," Peter shrugged as he re-focused his attention on Carol. "Isn't he the one who talked shit about his predecessor? Then the man's daughter overheard and slugged him one?" He knew that the man was a member of the 50-state initiative, the same program which Peter had abandoned during the Civil war.

"Yeah, him," Carol replied, "I caught him laying on my uniform while I was in the shower a few years ago."

"And you didn't get him kicked out of the program?" Peter said with slight disbelief. He imagined that was a violation of some rules at least. Enough to be fired at the least. Criminally charged at least. That is, provided she hadn't shot him into orbit.

"It was..." she muttered in a lower tone.

"Embarrassing?" Peter finished for her.

"Yeah," she replied. "I didn't tell anyone. And I'd really appreciate it if-"

"My lips are sealed," Peter said with a smirk as he finished examining the camera's remains. "Nothing," he said with a defeated sigh. "Nothing here. If there was a serial number, it was either filed off, or reduced to dust. So there's no tracking it. Not from this, anyway."

"Great," she muttered under her breath. "Now some piece of shit's got video of me in various states of undress. Perfect. And there's no way for someone to-"

"Well there is," Peter cut in shyly, knowing that she wouldn't like the answer at all. He leaned forward slowly as he said, "that kind of footage would be to profitable for them to not put it online." He finished as he flinched slightly as she got to her feet. He didn't regret what he had said, as it was the honest truth. Luckily, she made no aggressive gesture towards him.

"Michelle," she quipped as she dug into her pocket, and pulled out her Avengers ID card. The miniaturized form of a woman in military gear popped up and saluted. "I need you to run an extensive internet search. Look for video files...containing me."

"Yes mam," the A.I replied sharply before winking out of existence. Carol turned to face him, and spoke.

"What? You think I'd want you googling me?" she said half-handedly before making her way to the fridge. Peter followed her out of habit. He was a guest in her house, and he decided that he would make himself useful if at all possible. He had been raised that way, after all. "Sorry there's not much food here," she said as she opened her fridge. "I don't get a lot of company...and I'm usually not here, so..."

"Take-out?" he shrugged as he reached for his wallet.

"Yeah," she replied as she closed the fridge door. "And I'm paying. I'm the one with no food-"

"And I'm the guest," he insisted. "You pick the place. I'll pay and-"

"You're broke, remember?" Carol said as she gave him a hard look.

"Stark paid me to be his guinea pig for this," he said as he brought his mechanical arm up.

* * *

An hour later, the two out-of-costume heroes where sitting in a restaurant, which was mildly full of customers. They had already ordered their food and drinks, and where simply waiting for the waiter to come back. Needless to say, it was an awkward semi-silence, broken only by the occasional bout of conversation.

"So..." Peter offered with a nervous twirl of his glass of water. "Here's to hoping this goes better than our last date."

"I though we agreed to not bring that up," Carol replied with a dry tone. "Probably the most disastrous date I've ever had," she finished as the waiter approached with their tray of food. The young man carefully set the items down in an orderly fashion before departing. "You know, I wouldn't have been offended if you'd had some wine."

"I can't," Peter shrugged as he picked up a fork. "the stuff's toxic, right? Imagine what it would be like to have a sixth sense that specifically warns you against doing something dangerous," he continued as he looked her in the yes. "And then trying to intake a glass of said poison," he sighed. "I get a splitting headache. Not to mention drinking some spiked punch nearly cost me my life once."

"Ouch," Carol said as she took a sip of water, "I was told if I ever took another drink of alcohol, my liver would fail," she continued as she set the glass down on the table. "Not to mention the fact that I nearly downed a Boeing 747 while flying drunk," she finished in a lower tone.

"boy," Peter said as he picked up his fork, "that sucks big-time. I had a sidekick who almost downed a jet once."

"You had a sidekick?" Carol quipped in response, "when?"

"Alpha," Peter replied with a shrug. "It was a short-time ting. I kinda neutralized his powers after that incident. Namely because my Aunt was on that jet. Aww crap," he finished, earning a perplexed expression from Carol.

"What is it?" she asked. No sooner had she spoken than the door to the restaurant burst open. Six thugs entered, each of them dressed in Avengers uniforms, respectively. It was a truly weird sight seeing Thor, Captain America, Iron Man and Daredevil holding guns. But not nearly as weird as seeing seeing Spider-man holding a gun. And definitely not as weird as 'Ms Marvel' holding a handgun to his own head.

"EVERYBODY ON THE GROUND, NOW!" 'Thor' shouted as he swung his gun around the room. "You know the drill people!" he continued as he forced an elderly woman to the ground, "lets go! Watches, cell phones, wallets. All in the bag!" Peter felt himself being pulled out of his seat and forced to the ground.

"You heard him!" 'Ms Marvel' snapped as she struck Peter from behind, and pointed her gun at Carol, who refused to move. "Get over there, or your boyfriend goes fully blind, bitch," the 'Ms Marvel' imposter snapped. But Carol seemed to pay no attention to her, instead on Peter's expression. He did his best to convey the message that it was to dangerous to fight back at the moment, not with so many hostages. He sincerely hoped she understood his expression, as he knew her first response would be to kick their asses. But he knew that if she tried that, at least one person would end up being shot by the gunmen. Fortunately, she seemed to understand his train of thought, and slipped out of her seat and onto the ground, with her hands over her head. Peter flinched as 'Ms Marvel's' hand dove into his pocket, and took his out wallet. "Where's your phone?" she snapped as she gave Peter a slight kick.

"Don't have one," he replied with honesty. He had been forced to sell it to pay rent three months ago. And he had no use for one since moving in Avengers Mansion. Unfortunately, this didn't seem to be an acceptable answer, as he received a sharp blow to the back of the head.

"Bullshit," the imposter snapped as she pointed her gun at his head. "Give it up now," she growled bitterly. "Or I'll use another form of persuasion," the woman snorted as she moved her gun from Peter's head to Carol's head. "Give it up, or-"

"This is police Captain Jean Dewolfe," resounded through the walls, causing a ripple of nervousness. Peter saw the six gunmen tense up as Dewolfe continued, "we need to know that everyone inside is okay!"

"They will be," 'Thor' snapped as he braced himself against the wall, and peered out the window. "provided you don't try anything! And that we get what we came here for!" the man shouted as he turned to face his companions. "They've got S.W.A.T. Teams all around," he half-whispered in a worried tone.

"I told you idiots we should have waited and gone after a place at night!" 'Spider-man' hissed as he began to pace around nervously. "Less security! Less cops!"

"Less money!" 'Daredevil' replied with a snap, "we need a plan. I say we each take a shield and go out back."

"Out in the open?" 'Iron Man' snapped briskly, "sniper's will take us out one by one. "This armour isn't real, you know!" The six gunmen began to exchange nervous glances, before huddling in a tight circle. And once 'Ms Marvel' walked out of earshot, Peter leaned in to whisper to Carol.

"we need to convince them to only take two hostages," he whispered into her ear. "We can take them out. But not with so many pe-" he was cut off by a little girl, no older than seven, beginning to cry loudly. This earned an immediate response from the hostage-takers. Most notably, the 'Spider-man.' He moved to the girl's side quickly, and slapped her across the face.

"Shut the fuck up, bitch!" 'Spider-man' growled as he struck the girl again. The girl continued to cry even harder now, thereby infuriating the masked man. The next time he struck the girl, he used the butt of his shotgun, which caused the girl to fall to the ground in a heap. It also forced Peter to ignore logical thinking and get to his feet and tackle the imposter. He drove his right fist into the man's stomach hard three times before his Spider-sense blared. Unfortunately, he knew instantly that if he moved, the unconscious girl would get hit with the bullet. So instead he took the full force of the shot to the shoulder, which caused him to crumple to the ground. Something banged on the door to the restaurant as 'Spider-man' leered over-top of him. "You weren't supposed to do that, stumpy," the man glowered as he pointed his gun. "I-" he was struck from the side by a beam of yellow energy, forcing him into the side of the wall.

The other hostage takers where quick to react, each firing their guns towards Carol, who had assumed her Captain Marvel uniform. Her fists glowed with yellow energy, getting brighter every time she was struck with a bullet. Peter assumed as was directly absorbing the kinetic energy, forgoing the risk of having one ricochet off her body and strike someone.

* * *

Carol Danvers was _pissed_. She had actually been enjoying the semi-awkward conversation she had been sharing with Peter. For some reason, it was good to hear him crack a joke about something. And now, thanks to some armed Avengers imposters, he was lying on the ground with a bullet in his shoulder.

After she blasted the man who had the balls to wear a Spider-man suit, she struck the two men dressed as Thor and Daredevil. Both men crumpled to the ground as she kicked the gun out of 'Captain America's' hand and blasted away the whore wearing a cheap imitation of one of her old outfits. All in under twenty seconds. The coops hadn't even burst the door down yet, as she grabbed 'Spider-man' and hauled him into the air by the throat.

"You've got a lot of guts," she growled as she glanced to the side. Peter had gotten to his feet, and was checking the girl's vitals. In the corner, the child's mother simply whimpered softly. Carol released the man as the police finally broke the door down, and entered, guns drawn. All led by a woman with dark skin and sleek black hair.

"Get a paramedic team in here," the woman shouted as she holstered her gun.

"I'll take him to the hospital," Carol cut in as she faced the woman, who bore a captain's badge. "I'm faster than an ambulance." Based on the woman's expression, she was not pleased to have her authority challenged by someone who wasn't her superior. And while Carol could relate, she had no time for argument. She knew that Peter would receive better treatment at the Avengers Mansion than he would at a hospital.

"Go," the woman replied coldly, and Carol moved to brace Peter, so that she could take to the skies with him. Which was not easy, given that she was somewhat taller. And that his right shoulder was the one that had been injured, and she wasn't sure if his left prosthetic would support his weight during the flight. In the end, she simply picked him up entirely and made sure his injured side was cradled properly. They arrived at the mansion in no time.

"Seriously!" Jessica Drew snorted as she saw them coming down the hall, heading towards the infirmary. "There are easier ways to get a guy in bed, Carol! Might I suggest spiking his drink, so you can...have your way?"

"He's been shot, Jess," Carol snapped as they entered the infirmary, and she set Peter down on the bed. "We where out in a restaurant-"

"On a date?"

"-and some thugs came in. One of them hit a little girl, and Peter, well..." Carol muttered as she grabbed the surgical kit.

"Was himself?" Jessica said as she pulled on a pair of gloves. "I'll pull it out. You handle the stitches."

"Deal," Carol said.


	16. The Pulse: Part one

"You don't look as much like crap today," Jessica offered as she sauntered into the room. Carol simply scoffed, as she had spent the night sleeping in a chair, next to Peter's bed. After surgically removing the bullet from his arm, they had been forced to call in an expert to help re-align his collar bone properly, so that his healing abilities would function as they should. After that, she had simply been to tired to go to her own room, and had slumped down in a chair. "Get a good night's sleep?"

"Moderately," Carol replied with a shrug. She certainly appreciated the fact that her sleep had been uninterrupted by nightmares of herself being on display in front of a crowd, completely naked. _First night in weeks, _she thought to herself. _That's certainly a relief._

"Well just remember to use protection," Jessica smiled warmly as Steve entered the room, carrying a newspaper in one hand, and a cup of coffee in the other. He sat down on a lounge chair across from the two of them, nodding as he did so. "And go easy on him. I'm not sure his body could withstand you going 'all out' on him." Out of the corner of her eye, Carol watched as Steve nearly spit out the sip of coffee he had just taken in shock.

"Not funny," Carol snapped back.

"I think I am," Peter said as he entered the room. Unlike most people, he didn't need a bandage or a sling after the surgery, as his powers accelerated his ability to heal. He bore no signs of injury whatsoever. "hold your applause, please," he said as he leaned back in one of the chairs.

"Status, soldier?" Steve asked calmly, in contrast from his slip up a few seconds before.

"Showing green across the board, Jim," Peter quipped with a smile as he glanced in Carol's direction. "Don't worry, I've had worse dinner dates than last night. Much worse. Getting shot doesn't even break my top ten."

"Ouch," Jessica smiled back as she stretched out on the couch. "Care to tell us more horror stories?" She said as the robotic new Avenger, Technoborg, entered the room. The machine stood in the doorway with it's hands at it's sides.

"Captain," Technoborg said in a monotone voice. "The administrators of Midtown High school have called twice. They wish to know who you will be sending today for the in-class presentations. I have told them that you would be getting back to them."

"Right," Steve muttered as he set down his paper and coffee cup. He got to his feet and ran his hands through his short-cropped hair."Why did Stark ever agree to this? Jess, can you-"

"I'm on duty, remember?" she replied as she straitened herself out. "Can't, sorry. How about the lovebirds?" At this, Steve turned to face Carol, who sighed. She knew she wasn't on duty, and neither was Peter. One downside to them being teamed up permanently was when he was technically recovering from an injury, she was as well. _Dammit, _she thought to herself.

"Yeah," Carol said with a sigh. "Just tell me it's not a bunch of snot-nosed ninth-graders. Please."

"Don't worry Carol," Steve replied as he smiled and sat back down. "You'll have your partner as backup. And no ninth-graders. You two get Seniors."

"What for?" Peter quipped with a shrug. "I mean, I'm all for going back to high school, but why?"

"Several Parent's groups came to us recently," Jessica said as she turned her head to face Peter. "They where afraid of emulators getting hurt. Stark thought it might be a good idea if a few of us went out in the community and told them about a day in the life of a superhero." Carol definitely had to agree on that part. She remembered the entire situation that occurred when the young avengers first appeared on the scene. Everyone had been so afraid that someone was going to wind up getting hurt or worse, killed.

"Makes sense," Peter shrugged. "How many-"

"About four hundred students," Steve replied before Peter could even finish. "Good luck, because you'll definitely need it." everyone present burst out into laughter, save for the cyborg avenger, who simply walked out of the room. _Bet it's the whole 'need to understand how to be human thing,' _Carol thought as she ran her hand through her hair. "Stark prepared a presentation, all you have to do is give it."

* * *

She shook herself to alertness as the monitor beeped. She clicked a button, allowing a completely blank screen to pop up. To most, it would appear as though she wasn't doing anything. But to others, they would know enough to throw her in jail.

"_Is it ready?" _a voice said, coming from the speakers of thee monitor.

"it is," she replied coolly as she wiped her hair out of her face. It had taken them months of careful planning to reach this point. And yet, it could all be undone with a single misstep. But She didn't make blunders like that. And neither did he. The two of the where just to smart for that. "Our little test run last night proved a success. They still don't remember. And as an added bonus," she smirked, "_he _was injured in the process."

"_Good,"_ the voice on the other end of the line said. _"Trainer is ready to do her part. I'm ready to do mine. Everything depends on you."_

"You mean us," she replied curtly before shutting the monitor off. "The Avengers will never know what happened." She continued as she opened the blinds to her apartment. "In two hours, everything will begin to go back to the way it is supposed to be," she sighed as she relished in the sunlight. "In two hours, my revenge begins."

* * *

"Avengers monthly report is now in session," Steve said as he sat down at he table, clicking the 'record' button on the computer as he did so. Three of his teammates where also sitting at the table . To his left was Janet Van Dyne, codename Wasp. To his right was Jessica Drew, codename Spider-woman. Sitting directly across from him was Tony Stark.

"Our lawsuits seem to be down," Stark offered as he fiddled with several papers in front of him. "Only three so far. Two of them look like they're false accusations. The third might hold some water, it's about the Wrecking crew incident."

"That'll blow over," Janet replied as she crossed her fingers. "Only a few cars, right?"

"Yes," Stark said as he pulled out a piece of paper. "However, there's another issue that we're here to discuss."

"Spider-man," Janet said firmly, "You want us to rule on whether or not to keep him as one of us."

"We agreed to wait this long," Jessica offered up as she mimicked Steve's posture. "I guess I'll go first. He seems to be recovering well. He's not taken up drinking. Or drugs. Or self-harm."

"So basically," Stark added in as he leaned forward. "He's doing well because he hasn't turned into a low-life? Because I can't be the only one who's noticed a severe lack of corny jokes."

"I think those will return in time," Steve replied firmly as he ran his hand through his hair. "He's not going to get over his experience that easily. Give him some time and space. I think the real question is whether or not we can help him any more than we are."

"Just give the two of them a little bit more time," Jessica Drew said with a wry smirk. "I think that recovery will prove to be a two-way street here." Everyone at the table nodded in some form of agreement. With that, Steve stood up, followed by the rest of the Avengers at the table.

* * *

"God I hate Stark right now," Carol said as the two of them watched the mass of students take their seats. Like Captain America had told them, there where over four hundred of them present.

"Don't tell me Ms 'I-can-take-out-Thor-and-Hulk-and-Iron-Man' is afraid of some pubescent nitwits." Peter replied with a smirk hidden beneath his helmet. The two of them where in full uniform, so that their identities where kept hidden.

"I'm not the one wearing armour," she said as she tapped her fingers against the small table on which their laptop was resting. He smiled as two teachers and the Principal approached.

"I'm not the one who can bench-press the school," Peter replied, earning a small smirk in return.

"Are you two re-" The Principal began to say.

"Yes," Carol replied curtly, using a tone Peter rarely heard. It sounded extremely military-like. And it was the first time he found himself not loving the sound of her voice.

"Well then," the Principal said as he turned to face the student body, and raised a microphone to his mouth. "Good morning," he said, with his voice becoming amplified through a series of speakers that lined the walls. "As I'm sure you can see, we've got two very special guests here today. Two individuals who I'm sure need no introduction whatsoever. So I think I'll just hand the spotlight over to them," the man finished, as he looked back, towards the two Avengers. After a brief exchanging of glances, Peter took the microphone in his armoured hand.

"So we're here to talk about...well what we Supers do," He said with a somewhat shaky voice. "Obviously most of you've seen some footage on the news," he continued as the pre-aranged slide-show began to play. It showed an image of Iron Man and Thor tag-teaming a Doombot. "And well...this is the image that comes to mind. Laying waste to some bad guy. Well," he sighed as he continued to speak. "That's not always the case. Sometimes, it's a burden and-"

"How?" someone shouted from the crowd. "Save the planet. Get the woman. End of story!" A teacher moved to hush the speaker, only for Peter to cut her off.

"That's an excellent question," Peter replied in a calm voice that did not reflect the inner turmoil within. Images flashed through his mind. Uncle Ben. Captain Stacey. Gwen Stacey dead in his arms. The Green Goblin's haunting laughter. Harry Osborne's shouts. Buildings on fire. People screaming for loved ones. Cops shooting at him. The registration act. Aunt May being shot. The Siege of Asgard. Venom possessing Carol. Spider-Island. Otto Octavious. He must have shown some sort of outward weakness, as Carol moved to his side, and took the microphone from his hands.

"What Spider-man is getting at is that people get hurt," Carol said in a commanding tone, that left the entire auditorium silent. "I served as a combat pilot for a few years before I got my Powers. And I did see some things that scared me. But nothing, and I mean nothing compared to what I've seen as an Avenger."

"Like wh-" someone else began, only for another teacher to silence them.

"I'd rather not tell you," Carol replied forcefully. "Not the details at least. But remember the registration act?" A collective series of grunts echoed around the room. "We arrested a man in front of his grandchildren. I was forced to chase a friend of mine across the city. His only crime, stopping a mugger." Peter's mind shrunk at the memory of that incident. After all, he had been the one she had chased. "So, as he said, people get hurt. And not everybody can handle that," Carol finished with a sigh. "Both figuratively and literally. I've got ultra-dense skin and can lift upwards of a hundred tons. How many of you can say that?" As soon as she finished, a student in the front row raised her hand, and Carol nodded to her.

"So, you're saying only people with Superpowers should be superheroes?" the girl asked timidly, as Peter's prosthetic eye gathered information on the girl. _Katy Bowen. Female Mutant. 17 years of age. _He made a mental note to tell one of the X-men, he knew that they'd be of more assistance.

"No," Carol replied, "But to be a hero with no powers requires copious amounts of training and skill. And the payoff isn't as good as you'd think it is. If you want to help people, I'd suggest police, firefighter, doctor or paramedic."

"And how often would you say you get hurt?" one Teacher asked as he stepped forward. "Don't tell us that getting slammed into walls doesn't hurt. Because it looks like it does."

"Me personally?" Carol replied as she paced the length of the auditorium. "like I said, I've got superhuman durability. I doubt that anybody in the audience could scratch me."

"What about Spider-man?" a boy in the front row asked. "Think he could hurt you?"

"_The Avengers are an obsolete concept," he snorted as he turned his body, to face the downed Carol Danvers. He readied his wrist-mounted rockets to fire as he approached. "Your day is over," he taunted mercilessly. Trapped inside his own body, Peter struggled to break free. All he could do was wiggle a few fingers. Otto raised his leg, and placed it on Carol's chest, preventing her escape. Otto retracted the faceplate and smiled a wicked smile. He raised his left arm, preparing to fire, as Peter willed his right arm to life._

"-ther questions?" one of the teachers said as she took the microphone from Carol, who turned and moved to Peter's side.

"You alright?" she asked as she put a hand on his shoulder.

"Fine," he lied, as yet another student raised a hand.

"I've got a question for Spider-man," the boy asked as he stood up. Peter turned his gaze on him, as he was handed the microphone. "What the hell happened to you? five months ago you went ape-shit crazy and started blasting everything in sight. Yet these dumb-asses just let you back into their club. I-"

"John that's enough!" the teacher snapped.

"Hey I got a right to free speech," the boy, named John replied briskly. "My dad's a cop who was caught in that whole factory incident. I think I've got a right to know why your cronies nearly killed him when-"

"Kid I think you aught to shut the hell-" Carol began to growl as she paced towards him.

"Captain Marvel," Peter snapped curtly as he stepped forward, cutting her off. "He's got a right to say that," he said before approaching the boy in question. "You're familiar with Dr Otto Octavious, right?"

"That crazy S.O.B who you killed-" the boy replied.

"I didn't kill him," Peter said firmly as he placed hand on the boy's shoulder. "He was dying. He called me in for some final words. I went, hoping he'd repent for his crimes, but he didn't. He used a machine to swap bodies. I went into...or a part of me went into his body. Whereas he went into mine, and began a rampage. Naturally, I wanted to both stop him and get my real body back. So I went and found him. He...he killed me. And a part of my mind that was still in my body got to watch. There was nothing I could do as he _desecrated _my life. He used my body to kill people. Innocent people got hurt and-"

"You could have stopped him," John muttered.

"Stand up," Peter barked. The boy did as he asked, and Peter continued. "Are you on any sports teams, John?"

"I don't see-" the kid began.

"Answer me," Peter barked.

"Football," John scoffed, "but I don't-"

"I need a volunteer from the football team," Peter said as his eyes glanced around the room. One boy raised his hand, and Peter beckoned him forward. "Lye down," Peter told the volunteer, who obliged. "John, put your right foot on his chest, and raise your left arm, you've got a wrist-mounted rocket launcher attached to it. You are also wearing Iron man's suit."

"How-" John began.

"Do it," Peter snapped. "Now, you can't move your body, save for your right arm. You can only move that once. Someone else is moving the rest of your body, and they're going to kill your teammate. What do you do?"

"Push my other arm out of the way," John scoffed.

"Now you've only delayed the inevitable," Peter said briskly. "The person controlling you just moved his arm back into place. Less than two seconds later, your friend is dead. Try again."

"Fly way," John replied, "I-"

"You can only move your right arm," Peter repeated, "nothing else."

"I don't-" John said.

"Disengage armour over my left arm," Peter verbally commanded, allowing the suit to obey. A chorus of gasps echoed around the room as he raised his prosthetic arm into the air. "The answer is to shoot your arm off," Peter snapped. "You then go unconscious from the shock, which forces the puppeteer from your mind. You then wake up in a prison cell, only find that your left arm is missing below the elbow," he said as he gave the crowd a hard glare, before commanding the armour to remotely re-attach itself.

"oh my-" John murmered as he took a step back.

"Yeah," Peter said briskly. "And here you where thinking that being a superhero was all beautiful women and penthouses and parades and kissing babies. Well I'm here to-" He was cut off by everyone in the auditorium suddenly losing consciousness.

"Sir," the voice of his personal A.I said through the helmet's speakers. "It appears as though there's been a massive Bio-electric pulse that has covered Manhattan. It has rendered everyone-"

"I can see that," Peter replied as he moved towards the student he had been lecturing. "any guesses as to why I'm not out cold?"

"The pulse was not unlike an EMP blast, sir," the A.I. Replied curtly, "Tony Stark implemented a small electrical field around all his suits, so that they would never fall prey to that. I surmise that is what allowed you shelter from the pulse." The A.I. finished as John's eyes popped open. Peter's spider-sense blared and he rolled to the side, as the Principal launched himself at Peter. He ducked under a blow from John, and quickly became surrounded by ravenous students and teachers.

But he quickly realized that they weren't the biggest threat he faced.

**_What could possibly be more dangerous than 400 students all trying to kill you? And who's plotting their revenge?_**


	17. The Pulse: Part Two

He kicked away a rabid student as his Spider-sense blared, forcing him to leap sideways. And he was just in time, as Carol's body rocketed past his, and hit the wall. He guessed that in her rabid state, she was unable to use the tactical part of her mind, otherwise he'd be dead. _Of course,_ he thought as he prepared to go skyward, _one hit from her and I'm dead already._ He pumped his legs as the thrusters under his feet ignited, allowing him to shoot up into the air.

"Avengers Mansion," he said into the built-in communication device. "Anybody there? Stark? Cap? Distaff counter-part?" he continued as his eyes scanned the city. He could see smoke rising from several car crashes, but he didn't hear any screaming or sirens. Everything was quiet, save for below him. He was to late to react to Carol slamming into his body from below. The force of the blow carried them both higher into the air, and he guessed why. Either she was purposefully trying to deprive him of oxygen, or that was a bonus. Either way he didn't want to find out, so he did the only thing he could think of.

He placed his armoured hands against her eardrums and let out a mildly-powerful blast. Not enough to kill, but enough to disorient someone with superhuman durability. It worked better than expected, and she began to fall back to earth, completely unconscious.

"_Sir, if she hits the ground," _his A.I said through the helmet's speakers. _"She could injure innocent people. And sustain severe damage herself."_

"I know," Peter replied as he dove after her. "See if you can get in contact with anyone. S.H.I.E.L.D, the X-men, the Fantastic Four. Hell, I'd settle for Squirrel Girl right now." He said as he caught the falling Captain Marvel less than ten feet from the ground. He gently set her down as the comm beeped, and a miniature display opened up on his HUD. On the other side of the line was Technoborg.

"Spider-man," the android said in a monotone voice. "A bio-electric pulse has-"

"I know," Peter replied as he took off once more. "Everyone's gone bat-shit crazy, even Captain Marvel," he said as he dodged a building, making his way to Avengers Mansion as he did so. He passed by several mobs of rabid people, all of whom where clawing at each other. _Focus Parker, _he said internally. _Find the source of the problem, then everybody will be out of harm's way. _

"I have successfully managed to subdue the Avengers who are currently in the Mansion," Technoborg said on his HUD. "It seems as though the two of use are the only ones with cognitive responses. I suggest we move quickly. Rendezvous at this location," the Android said as a holographic arrow appeared two miles away. Peter assumed that was where Technoborg wished to meet up, so he properly adjusted his course. And as he continued to fly, another one of the many programs Tony Stark had developed began to work. Earlier, he had managed to connect his cell phone to his suit via a wireless signal. And now his Aunt was calling him.

"Peter?" his Aunt's voice filtered through his speakers. "Peter are you there?"

"Right here Aunt May," he replied as he veered to the left.

"Are you alright?" she asked with a concerned tone of voice. "It's all over the news. Some kind of attack on New York. It looks like everybody's gone crazy and-"

"I'm right in the middle of it," he said with a half smirk. "I think this was localized, but just in case, I want you to lock the door, okay?" he said as the way-point got closer, so close that he could actually see the Android Avenger standing on the rooftop. "Listen, I'll call you back, alright? I've gotta go deal with...this," he finished as he hung up the phone, and came to a landing.

"The Pulse seems to have originated from a building three blocks from here," Technoborg said as it pointed an arm westward. Peter let out a sigh as he saw that the most notable of the skyscrapers in that direction was the Daily Bugle. "A high point of elevation would be needed. The most likely source of the pulse seems to be-"

"The Daily Bugle," Peter cut in with a shrug. "Any idea how to reverse the effects of the pulse?"

"I believe that a reversal of the machine's polarization would suffice," Technoborg replied shortly. "It would be completely instantaneous. And the civilian population would have no recollection of the events whatsoever. That should be our main course of action. I suggest we do so expediently."

"Agreed," Peter said as he took to the air, "wanna race?"

"That would be pointless," Technoborg said in a dry tone. "Your suit's maximum output is Mach-three. I may only achieve a speed of Mach-one. Furthermore-"

"Kidding," Peter said as the two of them headed for the Daily Bugle building. They landed less than two minutes later on the roof. "where do you think the machine is?" he asked as he headed for the rooftop access. He opened the door and-

_**BOOM!**_

Something hit him from the side at a supersonic speed, sending him through the roof, and two floors before coming to a halt. He rolled to his feet, only to be grabbed by the throat and shoved against the wall by Carol.

"How does it feel?" she sneered as her fingers wrapped around the metal that encased his throat. "How does it feel, Spider-man?" She continued as she pressed even harder, "to know that you're weak?" She said as she tossed him across the room, sending him through a wall. He skidded across the floor and hit another wall, this time only knocking down a cork-board filled with pictures of him. _I'm in Jameson's old office,_ he thought before his head was slammed into the floor. He kicked out with a leg, hitting hers and allowing himself time to get up.

"Come on Captain," he said as he dodged a sloppy punch. "I know you can here me in ther_oooff!_," he said as her fist connected with his stomach, sending him backwards about a foot. Another blow hit him in the head, and he crashed to the floor, unable to recover in time, as she pinned him expertly.

"She can't here you," Carol sneered as both hands wrapped around his throat. "How does it feel, Spider-man?" She taunted mercilessly.

"Like you're choking me," he replied steadily as he forced his fist into her side, with no results.

"How does it feel to have someone be better than you?" she snarled viciously. "To be better? To be _Superior_?" That was the final straw for him. On top of the day he had been having even before those words, he was at his limit. Now, he was past it. He brought his knee into Carol's kidey's, forcing her to drop him, and he rolled to his feet and activated his thrusters. He shot forward, body-checking her and crashing through a wall, and tossing her through another. He let loose a single blast of his repulsors as Technoborg entered the room.

"Spider-man," the Android said firmly as Peter's eyes surveyed the unconscious Captain Marvel. "I believe I have located the machine responsible. It is in the northeastern corner of the building." Peter simply nodded, and picked Carol up and put her over his shoulder before falling into step behind the android. They rounded several corners before entering a dark room, which contained a machine tat Peter didn't recognize.

"A.I," Peter ordered, "scan it. Run a database search, see if anything comes up."

"_Yes sir," _he computer companion replied curtly.

"Alright C-3PO," Peter said as he knelt down in front of the device. "You got any ideas?"

"I believe my earlier hypothesis is correct," Technoborg replied as it circled the machine. "That a reversal of the machine's core magnet will result in a reversal of the effect," the android continued as it stopped pacing. "However, the electromagnetic energy surrounding the core would short out my entire being, as well as your armour and prosthetic limb. Therefore, the only logical solution is-"

"For me to ditch the armour," Peter interrupted as he disengaged his armour, letting it fall to the ground in a pile. He sighed as he reached out with his good arm and grabbed the core. Almost simultaneously, Carol got to her feet.

"I'm going to-" she began, only stopping as he twisted the cylinder inside the machine, which he assumed was the magnetic core. He was fortunate, as he noted her raised fist was inches away from his face. "What happened?" she asked, perplexed.

XXXXXXXXXXXXXXX

"So that's a whole hour we can't account for?" Captain America asked as he folded his fingers together. Four other Avengers where in the room, all of them staring at Peter. And each of them bearing some form of physical injury. Most likely from when Technoborg had subdued them. He made a mental note to thank the android Avenger later.

"Yes sir," Peter replied with a nod. "Apparently my armour provided me a shield against the pulse's effect. Though I still don't know where it came from," he said with a shrug as he glanced about the room. Tony Stark nursed a sprained wrist in one corner, while Jessica Drew had a nasty bruise over her temple. Captain America's side had been cut open, and he sat on the couch. That left only Wasp, who's ankle had been fractured.

"I'll look into that," Stark replied with a sigh as he took a sip of a crystal clear liquid that Peter knew wasn't water. "I think right now you need some rest. You've had a trying few days. First you got shot," he smirked.

"Then this," Captain America said with a tilt of his head.

"Not to mention going two rounds with Carol," Jessica finished as she got to her feet. Everybody in the room looked somewhat sombre at the mention of Carol's name. As they had all heard violent sounds coming from the upstairs ever since they had arrived back at the mansion. "Look, I've gotta go check in with S.H.I.E.L.D, okay?" the spider-woman said as she headed for the exit. "Fury will already be looking to crucify me for taking this long," she finished before exiting the room entirely.

"I'll be down in the shop," Stark said as the rest of them got to their feet. "Someone's armour didn't stand up to well to the beating it received," he smirked softly. "Well, it held up well, actually. Even surpassed expectations," he finished as he followed Wasp out of the conference room, leaving Peter alone with Captain America, who looked him strait in the eye.

"Stark receives a copy of all you suit's audio recordings," the Captain said flatly in a non-threatening tone. "I'm sure you'd tell us if anything got to you?" he continued as he placed his hand on Peter's shoulder and nodded, as another bout of fierce screams penetrated the air. Peter understood what he meant, and nodded back, allowing the Captain to smile.

"I'm fine," Peter said firmly.

"Well then," Captain America smirked as he let go of Peter's shoulder. "I think my old Harley could use a tune up." The man finished before walking out of the room, followed closely by Peter. They split ways after reaching the end of the hall. The Captain went down, while Peter went up. He ascended several staircases before entering a new hall, which was empty, but not of noise. The pictures that lined the walls where all askew. One had even fallen to the ground, and shattered the glass casing. And with a single sideways glance, he confirmed the source of the commotion.

The door to Carol's room was cracked, and the handle was crushed. Not to mention there where loud sobs coming from inside. Deciding on the best course of action, he approached the door, somewhat cautiously. He pushed it open, afraid he might break it fully as he did so. Not that he cared. Instead, he cared more about the person sitting on the bed, with her normally flowing blonde hair in a mess. Two bedposts had been reduced to dust, as had the wireless phone. Three fist-sized holes appeared in the wall, most likely a courtesy of Carol's rage.

"Leave me alone," she snapped as he approached.

"I'd like to," Peter said as he sat beside her, "but it's not easy to relax when someone's sending their fist into a wall."

"Piss off," she snapped as she turned away from him. "You've got no idea what I went through today. Just leave me the fuck alone, okay?"

"Right," he replied firmly as he took her hand in his prosthetic one. "I've got no idea what it's like to have your body used like a puppet while you watch," he said as he rubbed his prosthetic thumb against her palm. "And I could never possibly know what it's like to watch said puppet be used to attack someone I care about. And I-"

"I...I didn't mean that," Carol said in a softer tone as she turned her head this time to face him properly. He took in her features, which included tear-soaked cheeks, puffy eyebrows and bloodshot eyes. "I just..." she muttered as new tears flowed down her face. Peter continued to massage her palm as she continued, "my mind's been messed with to many times and I..."

"I get it," Peter said with a weak smirk as he brushed aside a lock of her hair. "It all bottles up and you've just got to let it all out," he said as he felt her free hand brush against his fleshy hand. It was only a brief moment of contact, but he felt it nonetheless. "Or else your skin will take on a green complexion, right?"

"Yeah," she muttered softly, "yeah..."

"Well," Peter offered, "I personally think you'd look ravishing with green skin." He smiled weakly, as the slightest of grins crossed her lips. "Just don't tell Jennifer I said that," he continued, "she'd rip me in two."

"I wouldn't let that happen," Carol replied as her hand brushed against his again, "she'd have to go through me first." Her hand brushed his for a third time, only this time, it didn't retract. Slowly, he felt their fingers intertwine. He felt his breath shorten as he found himself leaning inwards ever so slightly, towards Carol. His heart began to beat faster and faster as he continued to lean forward. Within seconds, he could feel her hot breath on his cheek. And he enjoyed it.

But not nearly as much as the sensation of her lips on his. They where warm, moist to perfection. They moved with his in perfect unison, as their tongues slid past and against each other. He could feel her hand begin to roam up and down his back, and he mimicked the gesture with his good arm. He felt her hands slip under his shirt, and pull it off with ease. All the while not breaking the loving embrace.

It even continued as he felt his pants being undone, and as he reached for the zipper on her back. He pulled it down easily, letting her garment fall to the ground, revealing rock-hard, yet womanly muscles. He ran his hands up and down her sides as she stepped out of her suit, and pulled him to his feet. The two of them moved against the wall, and Peter braced himself against it as he felt her lips move down his neck, and his hands moved to her bra. He could feel himself becoming erect as he unclasped her undergarment, allowing the globes of flesh to burst out freely. The wonderful moment would have continued, if it weren't for the interruption.

"Excuse me, Major Danvers I..._Oh_!" The voice of Edwin Jarvis said as he stood in the doorway, holding a tray, which he was on the verge of dropping. Both the nude heroes looked from each other to the butler with mixture of surprise and guilt. "I will just...be back..." Jarvis said with a bow before turning away, leaving the two of them alone.

"Carol I-" he began as he began to put on his pants. The last thing he wanted to do was ruin their friendship.

"No," she said as she put her hand on his shoulder. "Don't apologize," she continued with a whisper before planting a swift kiss on his cheek. "I...thanks," she smiled as she handed him his shirt. "Look, maybe we can...talk tomorrow morning?" she murmered softly as her arm brushed down his arm.

"Yeah," he replied, "I'd like that."

XXXXXXXXXXXXXXX

_**Well now that our Hero and Heroine are...getting acquainted, I think it's the perfect time to ask for opinions! **_


End file.
